exv10w92






Exhibit 10.92




EXECUTION COPY




AMENDMENT NO. 1 TO CREDIT AGREEMENT




     THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of
January 5, 2010, is entered into by and among TARGA RESOURCES INVESTMENTS INC., a Delaware
corporation (the “Borrower”) and the lenders under the Credit Agreement (as defined below)
party hereto (the “Lenders”).



RECITALS




     A. The Borrower, the lenders party thereto (including the Lenders) and Credit Suisse, as
administrative agent (the “Administrative Agent”) have entered into that certain Credit
Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), dated as of August 9, 2007, pursuant to which certain
loans and financial accommodations have been made available to the Borrower. Terms used herein
without definition shall have the meanings ascribed to them in the Credit Agreement.



     B. Targa Resources Inc. (“TRI”), or a wholly-owned subsidiary of TRI, has agreed to
repurchase Loans from certain lenders under the Credit Agreement with proceeds of the refinancing
of the credit facilities under the credit agreement, dated as of October 31, 2005, among TRI, as
borrower, the lenders party thereto from time to time and Credit Suisse, as administrative agent.



     C. The Borrower has requested that the Lenders consent to certain amendments to the Credit
Agreement, which the Lenders party hereto are willing to do pursuant to the terms and conditions
set forth herein.



AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:



     1. Amendments to Credit Agreement.



          (a) Section 1.01 of the Credit Agreement is hereby amended by deleting the following
definitions in their entirety: “Accepting Lenders”, “Acquired EBITDA”, “Acquired Entity or
Business”, “Acquired Non-Guarantor”, “Applicable Premium”, “Asset Disposition Event”, “Audited
Financial Statements”, “Available Amount”, “Capital Expenditures”, “Cash Collateral Account”, “Cash
Equivalents”, “Casualty Event”, “Change of Control”, “Change of Control Offer”, “Change of Control
Payment”, “Change of Control Payment Date”, “Compliance Certificate”, “Consolidated EBITDA”,
“Consolidated Interest Expense”, “Consolidated Lease Expense”, “Consolidated Net Income”,
“Consolidated Working Capital”, “Continuing Directors”, “Contract Consideration”, “Contractual
Obligation”, “Cumulative Consolidated Net Income”, “Cumulative Excess Cash Flow”, “Default Rate”,
“Disposed EBITDA”, “Environmental
Permit”, “Equity Investors”, “ERISA”, “ERISA Affiliate”, “ERISA Event”, “Excess Cash Flow”,
“Exchange Act”, “Existing JV Default”, “Existing Loan Documents”, “Financial




 









 








Statement Delivery Default”, “Fixed Charge Coverage Ratio”, “Fixed Charges”, “Funded Debt”,
“Holding Company”, “Independent Financial Advisor”, “IP Rights”, “Management Stockholders”,
“Material Adverse Effect”, “MLP Extraordinary Distribution”, “Moody’s”, “Multiemployer Plan”, “Net
Cash Proceeds”, “Non-Cash Charges”, “Not Otherwise Applied”, “Pari Passu Indebtedness”, “PBGC”,
“Pension Plan”, “Permitted Acquisition”, “Permitted Date”, “Permitted Equity Issuance”, “Permitted
Holders”, “Permitted Refinancing”, “Permitted Reinvestment”, “Plan”, “Post-Acquisition Period”,
“Pro Forma Adjustment”, “Pro Forma Basis”, “Pro Forma Compliance”, “Pro Forma Effect”,
“Projections”, “Qualifying IPO”, “Reportable Event”, “Reserved Prepayment Amount”, “Restricted
Payment”, “S&P”, “Secured Indebtedness”, “Secured Leverage Ratio”, “Senior Unsecured Notes”,
“Similar Business”, “Sold Entity or Business”, “Solvent”, “Solvency”, “Specified Transaction”,
“Sponsor”, “Stub Period”, “Successor Company”, “Test Period”, “Threshold Amount”, “Total Leverage
Ratio”, “Treasury Rate”, “TRERO Contribution”, “Unaudited Financial Statements”, “Uniform
Commercial Code”, “Voting Stock”, and “Weighted Average Life to Maturity”.




          (b) Clause (a)(ii) of Section 2.05 of the Credit Agreement is hereby deleted in its entirety
and replaced with “[Intentionally Deleted]”.




          (c) Each of clauses (b) and (d) of Section 2.05 of the Credit Agreement is hereby deleted in
its entirety and replaced with “[Intentionally Deleted]”.




          (d) Clause (b) of Section 2.08 of the Credit Agreement is hereby deleted in its entirety and
replaced with “[Intentionally Deleted]”.




          (e) Article IV of the Credit Agreement (Conditions Precedent to Loans) is hereby deleted in
its entirety and replaced with “[Intentionally Deleted]”.




          (f) Article V of the Credit Agreement (Representations and Warranties) is hereby deleted in
its entirety and replaced with “[Intentionally Deleted]”.




          (g) Article VI of the Credit Agreement (Affirmative Covenants) is hereby deleted in its
entirety and replaced with “[Intentionally Deleted]”.




          (h) Article VII of the Credit Agreement (Negative Covenants) is hereby deleted in its entirety
and replaced with “[Intentionally Deleted]”.




          (i) Each of clauses (b), (c), (d), (e), (f), (g), (h), (i), (j), and (k) of Section 8.01 of
the Credit Agreement is hereby deleted in its entirety and replaced with “[Intentionally Deleted]”.




          (j) Section 8.03 of the Credit Agreement is hereby deleted in its entirety and replaced with
“[Intentionally Deleted]”.




          (k) The proviso of clause (c) of Section 10.01 of the Credit Agreement is hereby deleted in
its entirety.








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     2. Conditions Precedent to Effectiveness of this Amendment. This Amendment shall be
effective as of the date upon which the Borrower and the Required Lenders shall have executed this
Amendment (the “Amendment Effective Date”).



     3. Representations and Warranties. The Borrower represents and warrants as of the date
hereof as follows:



          (a) Authority. The Borrower has the requisite corporate power and authority to execute
and deliver this Amendment, and to perform its obligations hereunder and under the other Loan
Documents (as amended or modified hereby) to which it is a party. The execution, delivery and
performance by the Borrower of this Amendment has been duly approved by all necessary corporate
action and does not contravene any law or any contractual restriction binding on the Borrower.




          (b) Enforceability. This Amendment has been duly executed and delivered by the
Borrower. This Amendment and each other Loan Document (as amended or modified hereby) is the legal,
valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, except as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights
generally and is in full force and effect.




          (c) No Default. No Default or Event of Default (in each case prior to and immediately
after giving effect to the Amendment Effective Date) has occurred and is continuing.




     4. Counterparts. This Amendment may be executed in any number of counterparts



     and by different parties and separate counterparts, each of which when so executed and
delivered, shall be deemed an original, and all of which, when taken together, shall constitute one
and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment
by telefacsimile shall be effective as delivery of a manually executed counterpart of this
Amendment.



     5. Reference to and Effect on the Loan Documents.



          (a) Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof’ or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereof’ or
words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as modified and amended hereby.




          (b) Except as specifically set forth in this Amendment, the Credit Agreement and all other
Loan Documents, are and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable
obligations of the Borrower, the Administrative Agent and the Lenders without defense, offset,
claim or contribution.







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          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or
any Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the
Loan Documents.




     6. Ratification. The Borrower hereby restates, ratifies and reaffirms each and every
term and condition set forth in the Credit Agreement, as amended hereby, and the Loan Documents
effective as of the date hereof.



     7. Integration. This Amendment, together with the other Loan Documents, incorporates
all negotiations of the parties hereto with respect to the subject matter hereof and is the final
expression and agreement of the parties hereto with respect to the subject matter hereof



     8. Severability. In case any provision in this Amendment shall be invalid, illegal or
unenforceable, such provision shall be severable from the remainder of this Amendment and the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.



     9. Waiver of Defaults. The Lenders hereby waive any and all Defaults or Events of
Default that have occurred and are continuing as of the Amendment Effective Date to the extent such
Defaults or Events of Default may be waived with the consent of the Required Lenders.



     10. Governing Law.



          (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.




          (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THE
AMENDMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE
UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS
AMENDMENT, THE BORROWER AND EACH LENDER PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW THE BORROWER AND EACH LENDER PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF THIS AMENDMENT OR OTHER DOCUMENT RELATED THERETO.




     11. Waiver of Right to Trial by Jury. EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
THIS AMENDMENT OR



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IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THE AMENDMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE;
AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE PARTIED HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.




[Remainder of Page Left Intentionally Blank]




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     IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above
written.



	 	 	 	 	 

	 	 	TARGA RESOURCES INVESTMENTS INC., a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Matthew Meloy
	 	 	 	 	 
	 

	 	Name:
	 	Vice President—Finance & Treasurer
	 

	 	Title:
	 	Matthew Meloy






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	 	 	SIGNATURE PAGE TO AMENDMENT NO. I TO THE
CREDIT AGREEMENT, DATED AS OF AUGUST 9, 2007,
AMONG TARGA RESOURCES INVESTMENTS INC., TFTE
LENDERS PARTY THERETO AND CREDIT SUISSE, AS
ADMINISTRATIVE AGENT
	 
	 	 	 	 
	 	 	TARGA RESOURCES, INC., as Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Matthew Meloy
	 	 	 	 	 
	 

	 	Name:
	 	Vice President—Finance & Treasurer
	 

	 	Title:
	 	Matthew Meloy






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	 	 	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT, DATED AS OF AUGUST 9, 2007,
AMONG TARGA RESOURCES INVESTMENTS INC., THE
LENDERS PARTY THERETO AND CREDIT SUISSE, AS
ADMINISTRATIVE AGENT
	 
	 	 	 	 
	 	 	TARGA CAPITAL, LLC, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Matthew Meloy
	 	 	 	 	 
	 

	 	Name:
	 	Vice President—Finance & Treasurer
	 

	 	Title:
	 	Matthew Meloy






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	 	 	SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT, DATED AS OF AUGUST 9, 2007,
AMONG TARGA RESOURCES INVESTMENTS INC., TIH
LENDERS PARTY THERETO AND CREDIT SUISSE, AS
ADMINISTRATIVE AGENT
	 
	 	 	 	 
	 	 	CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH (FORMERLY KNOWN AS CREDIT SUISSE,
CAYMAN’ISLANDS BRANCH), as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Nupur Kumar
	 	 	 	 	 
	 

	 	Name:
	 	Nupur Kumar
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kevin Buddhdew
	 	 	 	 	 
	 

	 	Name:
	 	Kevin Buddhdew
	 

	 	Name:
	 	Associate







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