exv4w5






Exhibit 4.5




SUPPLEMENTAL INDENTURE




     Supplemental Indenture (this “Supplemental Indenture”) dated as of September 20, 2010 is among
Targa Versado GP LLC, a Delaware limited liability company (“Versado GP”), Targa Versado LP, a
Delaware limited partnership (together with Versado GP, the “Guaranteeing Subsidiaries” and each
individually, a “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”).



INTRODUCTION



     The Issuers have executed and delivered to the Trustee an indenture (the “Indenture”) dated as
of August 13, 2010 providing for the issuance of 7 7/8% Senior Notes due 2018 (the “Notes”).



     The Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall
execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing
Subsidiaries shall each unconditionally guarantee all of the Issuers’ Obligations under the Notes
and the Indenture (the “Note Guarantee”).



     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 Subsidiaries and the
Trustee mutually 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. Each Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture
including Article 10 thereof.



     3. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, stockholder or agent of any 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
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
Subsidiaries and the Issuers.



Signature pages follow.





 









 








     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.



	 	 	 	 	 
	 	TARGA VERSADO GP LLC

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



	 	 	 	 	 
	 	TARGA VERSADO LP



By: Targa Versado GP LLC, its General 

       Partner

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



	 	 	 	 	 
	 	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 	 
	 



Signature Page to Supplemental Indenture






 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Steven A. Finklea
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Signature Page to Supplemental Indenture