ex101.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    AMENDMENT No. 1 (the
“Amendment”) dated as

    of November 18, 2005, to the Credit
Agreement dated as of

    October 31, 2005 (the “Credit
Agreement”), among Targa

    Resources, Inc. (the “Company”), each
lender from time to

    time party thereto and Credit Suisse,
as Administrative

    Agent (in such capacity the
“Administrative Agent”),

    Swing Line Lender, a Revolving L/C
Issuer and the

    Synthetic L/C
Issuer.  Capitalized terms used but not

    defined herein shall have the meanings
assigned to them

    in the Credit Agreement.

    


    WHEREAS, the Company has requested, and
the undersigned Lenders

    and the
Administrative Agent have agreed, upon the terms and subject to the conditions
set forth herein, that the Credit Agreement be amended as provided
herein;

    


    NOW, THEREFORE, in consideration of the
mutual agreements herein contained and other good and valuable consideration,
the sufficiency and receipt of which are hereby acknowledged, and subject to the
conditions set forth herein, the parties hereto hereby agree as
follows:

    


    SECTION 1.  Amendment to Section
6.01(b).  Section 6.01(b) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

    


    “(b) as soon as available, but in any
event within forty-five (45) days after

    the end of each of the first three (3)
fiscal quarters of each fiscal year of

    the Borrower (or, with respect to the
third fiscal quarter of the fiscal year

    2005 and the first fiscal quarter of
the fiscal year 2006 only, within sixty

    (60) days after the end of the
respective quarter), a consolidated balance

    sheet of the Borrower and its
Subsidiaries as at the end of such fiscal

    quarter, and the related (i)
consolidated statements of income or operations

    for such fiscal quarter and for the
portion of the fiscal year then ended and

    (ii) consolidated statements of cash
flows for the portion of the fiscal year

    then ended, setting forth in each case
in comparative form the figures for

    the corresponding fiscal quarter of the
previous fiscal year and the

    corresponding portion of the previous
fiscal year (other than, in respect of

    the Borrower and its Subsidiaries, such
figures for the period from January

    1, 2004 through April 15, 2004), all in
reasonable detail and certified by a

    Responsible Officer of the Borrower as
fairly presenting in all material

    respects the financial condition,
results of operations, stockholders’ equity

    and cash flows of the Borrower and its
Subsidiaries in accordance with

    GAAP, subject only to normal year-end
audit adjustments and the absence

    of footnotes;”

    


    SECTION 2.  Representations and
Warranties.  The Company represents and warrants to the
Administrative Agent and to each of the Lenders that, after giving effect to
this Agreement:

    


    (a)  The representations and
warranties of the Company and each other Loan Party contained in any Loan
Document are true and correct (or, in the case of representations and warranties
not qualified as to materiality, true and correct in all material respects) on
and as of the date hereof; provided that, to the extent
that such representations and warranties specifically refer to an earlier date,
they are true and correct (or, in the case of representations and warranties not
qualified as to materiality, true and correct in all material respects ) as of
such earlier date.

    


    (b)  No Default has occurred
and is continuing.

    


    SECTION 3.  Conditions to
Effectiveness.  This Amendment shall become effective when the
Administrative Agent shall have received (a) counterparts of this Amendment
that, when taken together, bear the signatures of the Company and the Required
Lenders and (b) payment of all expenses required to be paid or reimbursed by the
Company under or in connection with this Amendment and the Credit Agreement, in
each case to the extent such expenses have been invoiced at one Business Day
prior to the date that this Amendment becomes effective.

    


    SECTION 4.  Credit
Agreement.  Except as specifically amended hereby, the Credit
Agreement shall continue in full force and effect in accordance with the
provisions thereof as in existence on the date hereof.  After the date
hereof, any reference to the Credit Agreement shall mean the Credit Agreement as
amended or modified hereby.  This Amendment shall be a Loan Document
for all purposes.  Capitalized terms used but not defined herein have
the meanings assigned to them in the Credit Agreement.

    


    SECTION 5.  Applicable
Law.  THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

    


    SECTION 6.  Counterparts.  This
Amendment may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but
one agreement.  Delivery of an executed signature page to this
Amendment by facsimile transmission shall be effective as delivery of a manually
signed counterpart of this Amendment.

    


    SECTION 7.  Expenses.  The
Company agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath, Swaine & Moore, LLP,
counsel for the Administrative Agent.

    


    SECTION 8.  Headings.  The
Section headings used herein are for convenience of reference only, are not part
of this Amendment and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amendment.

    


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    IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed by their respective authorized
officers as of the day and year first written above.

    


    TARGA RESOURCES, INC.

    


    By: /s/ Howard M.
Tate                                                                

    Name:                 Howard
M. Tate

    Title:                 Vice
President – Finance andAssistant Treasurer

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CREDIT SUISSE, CAYMAN
ISLANDS

    BRANCH, INDIVIDUALLY AND
AS

    ADMINISTRATIVE AGENT,

    


    By: /s/ James
Moran__________________

    Name:                 James
Moran

    Title:                 Managing
Director

    


    By: /s/ Gregory S.
Richards

    Name:                 Gregory
S. Richards

    Title:                 Associate