exhibit4_5.htm


    Exhibit
4.5

    Exhibit
A

     

    SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of December 22, 2005, among
Targa GP Inc., Targa LP Inc., Targa North Texas GP LLC, Targa Versado GP LLC,
Targa Straddle GP LLC, Targa Permian GP LLC, Targa Downstream GP LLC, Targa
North Texas LP, Targa Versado LP, Targa Straddle LP, Targa Permian LP and Targa
Downstream LP (each, a “Guaranteeing Subsidiary”), a subsidiary of Targa
Resources, Inc. (or its permitted successor), a Delaware corporation (the
“Company”), Targa Resources Finance Corporation, a Delaware corporation (the
“Co-Issuer”), the other Subsidiary Guarantors (as defined in the Indenture
referred to herein) and Wells Fargo Bank, National Association, as trustee under
the Indenture referred to below (the “Trustee”).

     

    WITNESSETH

     

    WHEREAS,
the Company and the Co-Issuer have heretofore executed and delivered to the
Trustee a senior unsecured indenture (the “Indenture”), dated as of October 31,
2005 providing for the issuance of 81⁄2% Senior Notes Due 2013 (the
“Notes”);

     

    WHEREAS,
the Indenture provides that under certain circumstances a Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
all of the Company’s and the Co-Issuer’s Obligations under the Notes and the
Indenture on the terms and conditions set forth herein (the “Subsidiary
Guarantee”); and

     

    WHEREAS,
pursuant to Section 901 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, each Guaranteeing
Subsidiary and the Trustee mutually covenant and 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 SUBSIDIARY GUARANTEE.   Each Guaranteeing Subsidiary hereby
agrees to provide an unconditional Subsidiary Guarantee on the terms and subject
to the conditions set forth in the Note Subsidiary Guarantee and in the
Indenture including but not limited to Article 12 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
Company, the Co-Issuer 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; provided that the foregoing
shall not limit any of the Company’s or the Co-Issuer’s obligations under the
Notes.  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.           GOVERNING
LAW.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     

    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, the Co-Issuer and the
Company.

     

    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.

     

    Dated:
December 22, 2005

     

    TARGA GP
INC.

    TARGA LP
INC.

    TARGA
NORTH TEXAS GP LLC

    TARGA
VERSADO GP LLC

    TARGA
STRADDLE GP LLC

    TARGA
PERMIAN GP LLC

    TARGA
DOWNSTREAM GP LLC

    TARGA
NORTH TEXAS LP

    TARGA
VERSADO LP

    TARGA
STRADDLE LP

    TARGA
PERMIAN LP

    TARGA
DOWNSTREAM LP

    


    By: __/s/ Jeffrey J.
McParland______

    Name:                      Jeffrey
J. McParland

    
      	
               
      

            	
              Title:

            	
              Executive
      Vice President and Chief

            


    

    
      	
               
      

            	
              Financial
      Officer

            


    

    


     

    TARGA
RESOURCES, INC.

    


    


    By: __/s/ Jeffrey J.
McParland______

    Name:                      Jeffrey
J. McParland

    
      	
               
      

            	
              Title:

            	
              Executive
      Vice President and Chief

            


    

    
      	
               
      

            	
              Financial
      Officer

            


    

    


     

    TARGA
RESOURCES FINANCE CORPORATION

    


    


    By:           /s/  Paul W.
Chung                                                      

    Name:                      Paul
W. Chung

    
      	
               
      

            	
              Title:

            	
              Executive
      Vice President and General

            


    

    
      	
               
      

            	
              Counsel

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    TARGA
LOUISIANA FIELD SERVICES LLC

    TARGA
LOUISIANA INTRASTATE LLC

    TARGA
RESOURCES LLC

    TARGA
RESOURCES II LLC

    TARGA
RESOURCES HOLDINGS GP LLC

    TARGA
RESOURCES HOLDINGS LP

    TARGA
RESOURCES TEXAS GP, LLC

    TARGA
TEXAS FIELD SERVICES LP

    TARGA
MIDSTREAM GP, LLC

    TARGA GAS
MARKETING LLC

    
      	
               
      

            	
              TARGA
      MIDSTREAM SERVICES LIMITED PARTNERSHIP (formerly known as Dynegy Midstream
      Services, Limited Partnership)

            


    

    
      	
               
      

            	
              TARGA
      ENERGY PIPELINE LLC (formerly known as Dynegy Energy Pipeline,
      L.L.C.)

            


    

    
      	
               
      

            	
              TARGA
      INTRASTATE PIPELINE LLC (formerly known as Dynegy Intrastate Pipeline,
      L.L.C.)

            


    

    
      	
               
      

            	
              TARGA
      LIQUIDS GP LLC (formerly known as Dynegy Liquids G.P.,
    L.L.C.)

            


    

    
      	
               
      

            	
              TARGA
      LIQUIDS MARKETING AND TRADE (formerly known as Dynegy Liquids Marketing
      and Trade)

            


    

    
      	
               
      

            	
              TARGA
      NGL PIPELINE COMPANY LLC (formerly known as Dynegy NGL Pipeline Company,
      LLC)

            


    

    
      	
               
      

            	
              TARGA
      OPI LLC (formerly known as Dynegy OPI,
LLC)

            


    

    
      	
               
      

            	
              TARGA
      REGULATED HOLDINGS LLC (formerly known as Dynegy Regulated Holdings
      LLC)

            


    

    
      	
               
      

            	
              MIDSTREAM
      BARGE COMPANY LLC (formerly known as Midstream Barge Company
      L.L.C.)

            


    

    


    


    By: __/s/ Jeffrey J.
McParland______

    Name:                      Jeffrey
J. McParland

    
      	
               
      

            	
              Title:

            	
              Executive
      Vice President and Chief

            


    

    
      	
               
      

            	
              Financial
      Officer

            


    

    


    


    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Trustee

    


    By: __/s/ Joseph
O’Donnell_______

    Authorized
Signatory