Indenture



 Exhibit 4.1 
  
  
  
 TARGA RESOURCES PARTNERS LP 
 TARGA RESOURCES
PARTNERS FINANCE CORPORATION 
 AND EACH OF THE GUARANTORS PARTY HERETO 
 8 1/4 % SENIOR NOTES DUE 2016 
  
  
 INDENTURE 
 Dated as of June 18, 2008 
  
  
 U.S. BANK NATIONAL ASSOCIATION

 Trustee 
  
  
  







 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture Act Section
	  	Indenture Section
	 310(a)(1)
	  	7.10
	   (a)(2)
	  	7.10
	   (a)(3)
	  	N.A.
	   (a)(4)
	  	N.A.
	   (a)(5)
	  	7.10
	   (b)
	  	7.10
	   (c)
	  	N.A.
	 311(a)
	  	7.11
	   (b)
	  	7.11
	   (c)
	  	N.A.
	 312(a)
	  	2.05
	   (b)
	  	12.03
	   (c)
	  	12.03
	 313(a)
	  	7.06
	   (b)(1)
	  	N.A.
	   (b)(2)
	  	7.06; 7.07
	   (c)
	  	7.06; 12.02
	   (d)
	  	7.06
	 314(a)
	  	4.03; 12.02; 12.05
	   (b)
	  	N.A.
	   (c)(1)
	  	12.04
	   (c)(2)
	  	12.04
	   (c)(3)
	  	N.A.
	   (d)
	  	N.A.
	   (e)
	  	12.05
	   (f)
	  	N.A.
	 315(a)
	  	7.05; 12.02
	   (b)
	  	7.01
	   (c)
	  	7.01
	   (d)
	  	6.11
	   (e)
	  	2.09
	 316(a)(last sentence)
	  	2.09
	   (a)(1)(A)
	  	6.05
	   (a)(1)(B)
	  	6.04
	   (a)(2)
	  	6.07
	   (b)
	  	6.07
	   (c)
	  	2.12
	 317(a)(1)
	  	6.08
	   (a)(2)
	  	6.09
	   (b)
	  	2.04
	 318(a)
	  	12.01
	   (b)
	  	N.A.
	   (c)
	  	12.01

  
 N.A. means not applicable. 
  

	*	This Cross Reference Table is not part of the Indenture. 








 TABLE OF CONTENTS 
  


			
	 	  	Page
	ARTICLE 1
	
	DEFINITIONS AND INCORPORATION BY REFERENCE
		
	 Section 1.01 Definitions
	  	1
	 Section 1.02 Other Definitions
	  	28
	 Section 1.03 Incorporation by Reference of Trust Indenture Act
	  	28
	 Section 1.04 Rules of Construction
	  	29
	
	ARTICLE 2
	
	THE NOTES
		
	 Section 2.01 Form and Dating
	  	29
	 Section 2.02 Execution and Authentication
	  	30
	 Section 2.03 Registrar and Paying Agent
	  	31
	 Section 2.04 Paying Agent to Hold Money in Trust
	  	31
	 Section 2.05 Holder Lists
	  	31
	 Section 2.06 Transfer and Exchange
	  	32
	 Section 2.07 Replacement Notes
	  	46
	 Section 2.08 Outstanding Notes
	  	47
	 Section 2.09 Treasury Notes
	  	47
	 Section 2.10 Temporary Notes
	  	47
	 Section 2.11 Cancellation
	  	48
	 Section 2.12 Defaulted Interest
	  	48
	
	ARTICLE 3
	
	REDEMPTION AND REPURCHASE
		
	 Section 3.01 Notices to Trustee
	  	48
	 Section 3.02 Selection of Notes to Be Redeemed
	  	49
	 Section 3.03 Notice of Redemption
	  	49
	 Section 3.04 Effect of Notice of Redemption
	  	50
	 Section 3.05 Deposit of Redemption or Purchase Price
	  	50
	 Section 3.06 Notes Redeemed or Purchased in Part
	  	50
	 Section 3.07 Optional Redemption
	  	51
	 Section 3.08 [Reserved]
	  	52
	 Section 3.09 Offer to Purchase by Application of Excess Proceeds
	  	52

  

 i 









			
	 	  	Page
	ARTICLE 4
	
	COVENANTS
		
	 Section 4.01 Payment of Notes
	  	54
	 Section 4.02 Maintenance of Office or Agency
	  	54
	 Section 4.03 Reports
	  	55
	 Section 4.04 Compliance Certificate
	  	56
	 Section 4.05 Taxes
	  	56
	 Section 4.06 Stay, Extension and Usury Laws
	  	56
	 Section 4.07 Restricted Payments
	  	56
	 Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries
	  	60
	 Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Equity
	  	62
	 Section 4.10 Asset Sales
	  	65
	 Section 4.11 Transactions with Affiliates
	  	66
	 Section 4.12 Liens
	  	68
	 Section 4.13 [Reserved]
	  	69
	 Section 4.14 Corporate Existence
	  	69
	 Section 4.15 Offer to Repurchase Upon Change of Control
	  	69
	 Section 4.16 Limitation on Sale and Leaseback Transactions
	  	71
	 Section 4.17 Payments for Consent
	  	71
	 Section 4.18 Additional Guarantees
	  	71
	 Section 4.19 Designation of Restricted and Unrestricted Subsidiaries
	  	72
	 Section 4.20 Termination of Covenants
	  	73
	
	ARTICLE 5
	
	SUCCESSORS
		
	 Section 5.01 Merger, Consolidation, or Sale of Assets
	  	73
	 Section 5.02 Successor Person Substituted
	  	75
	
	ARTICLE 6
	
	DEFAULTS AND REMEDIES
		
	 Section 6.01 Events of Default
	  	75
	 Section 6.02 Acceleration
	  	77
	 Section 6.03 Other Remedies
	  	78
	 Section 6.04 Waiver of Past Defaults
	  	78
	 Section 6.05 Control by Majority
	  	78
	 Section 6.06 Limitation on Suits
	  	79
	 Section 6.07 Rights of Holders of Notes to Receive Payment
	  	79
	 Section 6.08 Collection Suit by Trustee
	  	79
	 Section 6.09 Trustee May File Proofs of Claim
	  	79
	 Section 6.10 Priorities
	  	80
	 Section 6.11 Undertaking for Costs
	  	80
	 Section 6.12 Willful Action or Inaction
	  	81

  

 ii 









			
	 	  	Page
	ARTICLE 7
	
	TRUSTEE
		
	 Section 7.01 Duties of Trustee
	  	81
	 Section 7.02 Rights of Trustee
	  	82
	 Section 7.03 Individual Rights of Trustee
	  	83
	 Section 7.04 Trustee’s Disclaimer
	  	83
	 Section 7.05 Notice of Defaults
	  	83
	 Section 7.06 Reports by Trustee to Holders of the Notes
	  	83
	 Section 7.07 Compensation and Indemnity
	  	83
	 Section 7.08 Replacement of Trustee
	  	84
	 Section 7.09 Successor Trustee by Merger, etc.
	  	85
	 Section 7.10 Eligibility; Disqualification
	  	86
	 Section 7.11 Preferential Collection of Claims Against the Issuers
	  	86
	
	ARTICLE 8
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
		
	 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	  	86
	 Section 8.02 Legal Defeasance and Discharge
	  	86
	 Section 8.03 Covenant Defeasance
	  	87
	 Section 8.04 Conditions to Legal or Covenant Defeasance
	  	87
	 Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
	  	89
	 Section 8.06 Repayment to the Issuers
	  	89
	 Section 8.07 Reinstatement
	  	90
	
	ARTICLE 9
	
	AMENDMENT, SUPPLEMENT AND WAIVER
		
	 Section 9.01 Without Consent of Holders of Notes
	  	90
	 Section 9.02 With Consent of Holders of Notes
	  	91
	 Section 9.03 Compliance with Trust Indenture Act
	  	92
	 Section 9.04 Revocation and Effect of Consents
	  	93
	 Section 9.05 Notation on or Exchange of Notes
	  	93
	 Section 9.06 Trustee to Sign Amendments, etc.
	  	93
	
	ARTICLE 10
	
	NOTE GUARANTEES
		
	 Section 10.01 Guarantee
	  	93
	 Section 10.02 Limitation on Guarantor Liability
	  	95
	 Section 10.03 Execution and Delivery of Note Guarantee
	  	95
	 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms
	  	95
	 Section 10.05 Releases
	  	96

  

 iii 









			
	 	  	Page
	ARTICLE 11
	
	SATISFACTION AND DISCHARGE
		
	 Section 11.01 Satisfaction and Discharge
	  	97
	 Section 11.02 Application of Trust Money
	  	98
	
	ARTICLE 12
	
	MISCELLANEOUS
		
	 Section 12.01 Trust Indenture Act Controls
	  	99
	 Section 12.02 Notices
	  	99
	 Section 12.03 Communication by Holders of Notes with Other Holders of Notes
	  	100
	 Section 12.04 Certificate and Opinion as to Conditions Precedent
	  	101
	 Section 12.05 Statements Required in Certificate or Opinion
	  	101
	 Section 12.06 Rules by Trustee and Agents
	  	101
	 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	101
	 Section 12.08 Governing Law
	  	102
	 Section 12.09 No Adverse Interpretation of Other Agreements
	  	102
	 Section 12.10 Successors
	  	102
	 Section 12.11 Severability
	  	102
	 Section 12.12 Counterpart Originals
	  	102
	 Section 12.13 Table of Contents, Headings, etc.
	  	102
		
	 EXHIBITS
	  	
		
	 Exhibit A FORM OF NOTE
	  	
	 Exhibit B FORM OF CERTIFICATE OF TRANSFER
	  	
	 Exhibit C FORM OF CERTIFICATE OF EXCHANGE
	  	
	 Exhibit D FORM OF CERTIFICATE ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	  	
	 Exhibit E FORM OF NOTATION OF GUARANTEE
	  	
	 Exhibit F FORM OF SUPPLEMENTAL INDENTURE
	  	
		
	 SCHEDULE
	  	
		
	 Schedule 4.11 AFFILIATE TRANSACTIONS
	  	

  

 iv 








 INDENTURE dated as of June 18, 2008 among TARGA RESOURCES PARTNERS LP, a Delaware limited
partnership (“Targa Resources Partners”), and TARGA RESOURCES PARTNERS FINANCE CORPORATION, a Delaware corporation ( “Finance Corp.” and, together with Targa Resources Partners, the “Issuers”), the
Guarantors (as defined) and U.S. BANK NATIONAL ASSOCIATION, as trustee. 
 The
Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 8 1/4 % Senior Notes due 2016 (the “Notes”): 
 ARTICLE 1

 DEFINITIONS AND INCORPORATION BY REFERENCE 
 Section 1.01 Definitions. 
 “144A Global Note” means a Global
Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend, deposited with the Custodian and registered in the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A. 
 “Acquired Debt” means, with
respect to any specified Person: 
 (1) Indebtedness of any other Person existing at the time such other Person is merged with
or into or becomes a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person, but
excluding Indebtedness which is extinguished, retired or repaid in connection with such Person merging with or into or becoming a Subsidiary of such specified Person; and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 
 “Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with
Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes. 
 “Affiliate” of any
specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control; provided, further, that any third Person which also beneficially owns 10% or more of the Voting Stock of a specified Person shall not be deemed
to be an Affiliate of either the specified Person or the other Person merely because of such common ownership in such specified Person. For purposes of this definition, the terms “controlling,” “controlled by” and
“under common control with” have correlative meanings. 
  

 1 








 “Agent” means any Registrar or Paying Agent. 
 “Applicable Premium” means, with respect to any Note on any redemption date, the greater of: 
 (1) 1.0% of the principal amount of the Note; or 
 (2) the excess of: (a) the present value at such Redemption Date of (i) the redemption price of the Note at July 1,
2012 (such redemption price being set forth in the table appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the Note through July 1, 2012 (excluding accrued but unpaid interest to the Redemption Date),
computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of the Note. 
 “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that
apply to such transfer or exchange. 
 “Asset Sale” means: 
 (1) the sale, lease, conveyance or other disposition of any properties or assets; provided, however, that the sale, lease,
conveyance or other disposition of all or substantially all of the properties or assets of Targa Resources Partners and its Subsidiaries taken as a whole will be governed by Section 4.15 hereof and/or Section 5.01 hereof and not by
Section 4.10 hereof; and 
 (2) the issuance of Equity Interests in any of Targa Resources Partners’ Restricted
Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries. 
 Notwithstanding the preceding, none of
the following items will be deemed to be an Asset Sale: 
 (1) any single transaction or series of related transactions that
involves properties or assets having a Fair Market Value of less than $25.0 million; 
 (2) a transfer of properties or
assets between or among Targa Resources Partners and its Restricted Subsidiaries; 
 (3) an issuance or sale of Equity
Interests by a Restricted Subsidiary of Targa Resources Partners to Targa Resources Partners or to a Restricted Subsidiary of Targa Resources Partners; 
 (4) the sale or lease of products, equipment, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete properties or assets in the ordinary
course of business; 
  

 2 








 (5) the sale or other disposition of cash or Cash Equivalents, Hedging Obligations or
other financial instruments in the ordinary course of business; 
 (6) a Restricted Payment that does not violate
Section 4.07 hereof or a Permitted Investment; 
 (7) any trade or exchange by Targa Resources Partners or any Restricted
Subsidiary of properties or assets of any type for properties or assets of any type owned or held by another Person, including any disposition of some but not all of the Equity Interests of a Restricted Subsidiary in exchange for assets or
properties and after which the Person whose Equity Interests have been so disposed of continues to be a Restricted Subsidiary, provided that the Fair Market Value of the properties or assets traded or exchanged by Targa Resources Partners or
such Restricted Subsidiary (together with any cash or Cash Equivalents and liabilities assumed) is reasonably equivalent to the Fair Market Value of the properties or assets (together with any cash or Cash Equivalents and liabilities assumed) to be
received by Targa Resources Partners or such Restricted Subsidiary; and provided, further, that any cash received must be applied in accordance with Section 4.10 hereof; 
 (8) the creation or perfection of a Lien that is not prohibited by Section 4.12 hereof and any disposition in connection with a
Permitted Lien; 
 (9) dispositions of Investments in Joint Ventures to the extent required by, or made pursuant to customary
buy/sell arrangements between the Joint Venture parties set forth in, Joint Venture agreements or any similar binding arrangements: 
 (10) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; and 
 (11) the grant in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations therefor and other similar intellectual property. 
 “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value
of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be
extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a
Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.” 
 “Available Cash” has the meaning assigned to such term in the Partnership Agreement, as in effect on the date of this
Indenture. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors. 
  

 3 








 “Beneficial Owner” has the meaning assigned to such term in
Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be
deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.
The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 
 “Board of
Directors” means: 
 (1) with respect to a corporation, the board of directors of the corporation or any committee
thereof duly authorized to act on behalf of such board; 
 (2) with respect to a partnership, the board of directors or board
of managers of the general partner of the partnership, or, if such general partner is itself a limited partnership, then the board of directors or board of managers of its general partner; 
 (3) with respect to a limited liability company, the board of managers or directors, the managing member or members or any controlling
committee of managing members thereof; and 
 (4) with respect to any other Person, the board or committee of such Person
serving a similar function. 
 “Broker-Dealer” has the meaning attributed to the term “Participating
Broker-Dealer” in the initial Registration Rights Agreement. 
 “Business Day” means any day other than
a Legal Holiday. 
 “Capital Lease Obligation” means, at the time any determination is to be made, the amount
of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP. 
 “Capital Stock” means: 
 (1) in the case of a corporation, corporate stock;

 (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company,
partnership interests (whether general or limited) or membership interests; and 
 (4) any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such
debt securities include any right of participation with Capital Stock. 
  

 4 








 “Cash Equivalents” means: 
 (1) United States dollars or, in an amount up to the amount necessary or appropriate to fund local operating expenses, other currencies;

 (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or
instrumentality of the United States government ( provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition; 
 (3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’
acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

 (4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in
clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 
 (5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition; and 
 (6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through
(5) of this definition. 
 “Change of Control” means the occurrence of any of the following: 

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the properties or assets of Targa Resources Partners and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the
Exchange Act), which occurrence is followed by a Ratings Decline within 90 days; 
 (2) the adoption of a plan relating
to the liquidation or dissolution of Targa Resources Partners or the removal of the General Partner by the limited partners of Targa Resources Partners; 
 (3) the consummation of any transaction (including, without any merger or consolidation), the result of which is that any “person” (as defined above), other than a Qualified Owner, becomes the Beneficial
Owner, directly or indirectly, of more than 50% of the Voting Stock of the General Partner or of Targa Resources Partners, measured by voting power rather than number of shares, units or the like, and as a result of such transaction TRI is no longer
the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of either the General Partner or Targa Resources Partners, measured by voting power rather than number of shares, units or the like, which occurrence is followed by a
Ratings Decline within 90 days; or 
  

 5 








 (4) the first day on which a majority of the members of the Board of Directors of the
General Partner are not Continuing Directors, which occurrence is followed by a Ratings Decline within 90 days. 
 Notwithstanding the
preceding, a conversion of Targa Resources Partners from a limited partnership to a corporation, limited liability company or other form of entity or an exchange of all of the outstanding limited partnership interests for capital stock in a
corporation, for member interests in a limited liability company or for Equity Interests in such other form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the “persons” (as defined
above) who Beneficially Owned the Capital Stock of Targa Resources Partners immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or continue to Beneficially Own
sufficient Equity Interests in such entity to elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity, and, in either case TRI Beneficially Owns more than 50% of the Voting Stock of such
entity. 
 “Clearstream” means Clearstream Banking, Société Anonyme, or any successor
securities clearance agency. 
 “Company Order” means a written order delivered to the Trustee by Targa
Resources Partners and executed on its behalf by an Officer of the General Partner. 
 “Consolidated Cash
Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication: 
 (1) an amount equal to (i) any extraordinary loss plus (ii) any net loss realized by such Person or any of its Restricted
Subsidiaries in connection with an Asset Sale or the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, in each case, to
the extent such losses were deducted in computing such Consolidated Net Income; plus 
 (2) provision for taxes based
on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus 
 (3) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including
amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed
interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments, if any, made or received pursuant to
interest-rate Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus 
  

 6 








 (4) depreciation, amortization (including amortization of intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization
of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net
Income; plus 
 (5) unrealized non-cash losses resulting from foreign currency balance sheet adjustments required by
GAAP to the extent such losses were deducted in computing such Consolidated Net Income; plus 
 (6) all extraordinary,
unusual or non-recurring items of gain or loss, or revenue or expense; minus 
 (7) non-cash items increasing such
Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business, 
 in each
case, on a consolidated basis and determined in accordance with GAAP. 
 “Consolidated Net Income” means,
with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 
 (1) the aggregate Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity
method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; provided that with respect to any Joint Venture, the
aggregate Net Income of such Joint Venture will be included to the extent of Targa Resources Partners’ and a Restricted Subsidiary’s percent ownership of such Joint Venture so long as the declaration or payment of dividends or similar
distributions by such Joint Venture of that Net Income is at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Joint Venture or its stockholders, partners or members; 
 (2) the Net Income of any Restricted Subsidiary that is not a Guarantor will be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members; 
  

 7 








 (3) the cumulative effect of a change in accounting principles will be excluded;

 (4) unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income,
including those resulting from the application of Statement of Financial Accounting Standards No. 133 will be excluded; and 
 (5) any charges relating to any premium or penalty paid, write off of deferred finance costs or other charges in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity will be excluded. 
 “Consolidated Net Tangible Assets” means, with respect to any Person at any date of determination, the aggregate amount
of total assets included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP less applicable reserves reflected in such balance sheet, after (i) adding the aggregate incremental
amount of total assets that would have resulted from an acquisition of assets from an Affiliate that is accounted for as a pooling had it been accounted for using purchase accounting and (ii) deducting the following amounts: (a) all
current liabilities reflected in such balance sheet, and (b) all goodwill, trademarks, patents, unamortized debt discounts and expenses and other like intangibles reflected in such balance sheet. 
 “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the General
Partner who: 
 (1) was a member of such Board of Directors on the date of this Indenture; or 
 (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were
members of such Board of Directors at the time of such nomination or election, 
 “Corporate Trust Office of the
Trustee” means the office of the Trustee in the City of New York at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 100 Wall Street, Suite 1600, New York, New York
10005, Attn: Corporate Trust Department, or such other address in the City of New York as the Trustee may designate from time to time by notice to the Holders and the Issuers, or the principal corporate trust office in the City of New York of any
successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Issuers). 
 “Credit Agreement” means that certain Credit Agreement, dated February 14, 2007 and amended October 24, 2007, by and among Targa Resources Partners LP, as Borrower, Bank of America, N.A., as
Administrative Agent, Wachovia Bank, N.A., as Syndication Agent, Merrill Lynch Capital, Royal Bank of Canada and The Royal Bank of Scotland PLC, as Co-Documentation Agents, and the other lenders party thereto, including any related notes,
Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. 
  

 8 








 “Credit Facilities” means, one or more debt facilities (including the
Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, accounts receivable financing (including through the sale of accounts receivable to such
lenders or to special purpose entities formed to borrow from such lenders against such accounts receivable) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of
debt securities to institutional investors) in whole or in part from time to time. 
 “Custodian” means the
Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 
 “Default”
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 
 “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall
not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note’ attached thereto. 
 “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and
any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 
 “Disqualified Equity” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the
holder of the Equity Interest), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on
or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Equity solely because the holders of the Equity Interest have the
right to require Targa Resources Partners to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale will not constitute Disqualified Equity if the terms of such Equity Interest provide that Targa Resources
Partners may not repurchase or redeem any such Equity Interest pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. 
 “Domestic Subsidiary” means any Restricted Subsidiary of Targa Resources Partners that was formed under the laws of the
United States or any state of the United States or the District of Columbia and all of whose outstanding Capital Stock is Beneficially Owned by Targa Resources Partners. 
 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding
any debt security that is convertible into, or exchangeable for, Capital Stock). 
  

 9 








 “Equity Offering” means any public or private sale of Equity Interests
(other than Disqualified Equity) made for cash on a primary basis by Targa Resources Partners after the date of this Indenture. 
 “Euroclear” means Euroclear Bank S.A./N.V., or any successor securities clearance agency. 
 “Exchange Notes ” means the Notes issued in an Exchange Offer pursuant to Section 2.06(f) hereof. “Exchange Offer” has the meaning set forth in the applicable Registration Rights Agreement. 
 “Exchange Offer Registration Statement” has the meaning set forth in the applicable Registration Rights Agreement.

 “Existing Indebtedness” means the aggregate principal amount of Indebtedness of Targa Resources Partners
and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture, until such amounts are repaid. 
 “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good
faith by the Board of Directors of the General Partner in the case of amounts over $50.0 million and otherwise by an executive officer of the General Partner. 
 “FERC Subsidiary” means a Restricted Subsidiary of Targa Resources Partners that is subject to the regulatory
jurisdiction of the Federal Energy Regulatory Commission (or any successor thereof) under Section 7(c) of the Natural Gas Act of 1938. 
 “Fixed Charge Coverage Ratio” means with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed
Charges of such Person for such period. If the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital
borrowings) or issues, repurchases or redeems Disqualified Equity subsequent to the commencement of the applicable four-quarter reference period and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage
Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of
Indebtedness, or such issuance, repurchase or redemption of Disqualified Equity, and the use of the proceeds therefrom, as if the same had occurred at the beginning of such period. 
 In addition, for purposes of calculating the Fixed Charge Coverage Ratio: 
 (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or
consolidations and including any related financing transactions during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the
first day of the four-quarter reference period, including any Consolidated Cash Flow and any pro forma expense and cost reductions 

  

 10 








 
that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief financial or accounting officer of Targa Resources Partners
(regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC
related thereto); 
 (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with
GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; 
 (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to
the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; 
 (4) interest income reasonably anticipated by such Person to be received during the applicable four quarter period from cash or Cash
Equivalents held by such Person or any Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the Calculation Date or will exist as a result of the transaction giving rise to the need to calculate the Fixed Charge Coverage
Ratio, will be included; 
 (5) if any Indebtedness bears a floating rate of interest, the interest expense on such
Indebtedness will be calculated as if the average rate in effect from the beginning of the applicable period to the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such
Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months); and 
 (6) if any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal
quarters subject to the pro forma calculation. 
 “Fixed Charges” means, with respect to any specified Person
for any period, (A) the sum, without duplication, of: 
 (1) the consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued, including amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest
component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance
financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus 
 (2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus 
  


 11 








 (3) any interest expense respecting Indebtedness of another Person that is guaranteed by
such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 
 (4) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Equity of such Person or any of its
Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Targa Resources Partners (other than Disqualified Equity) or to Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners;
minus 
 (B) to the extent included in (A) above, write-offs of deferred financing costs of such Person and its Restricted Subsidiaries
during such period and any charge related to, or any premium or penalty paid in connection with, paying any such Indebtedness of such Person and its Restricted Subsidiaries prior to its Stated Maturity. 
 “GAAP” means generally accepted accounting principles in the United States, which are in effect from time to time.

 “General Partner” means Targa Resources GP LLC, a Delaware limited liability company, and its successors
and permitted assigns as general partner of Targa Resources Partners or as the business entity with the ultimate authority to manage the business and operations of Targa Resources Partners. 
 “Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all
Global Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes registered in the name of the Depositary or its nominee, deposited with the Custodian, substantially in the form of Exhibit A hereto, that bears the Global Note Legend and that has the
“Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01 or 2.06 hereof. 
 “Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the
United States of America is pledged. 
 “Guarantee” means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any
Indebtedness. 
 “Guarantors” means each of: 
 (1) the Subsidiaries of Targa Resources Partners, other than Finance Corp., executing this Indenture as initial Guarantors; and

  

 12 








 (2) any other Subsidiary of Targa Resources Partners that becomes a Guarantor in
accordance with the provisions of this Indenture, 
 and their respective successors and assigns, in each case, until the Note Guarantee of such Person has
been released in accordance with the provisions of this Indenture. 
 “Hedging Obligations” means, with
respect to any specified Person, the obligations of such Person incurred in the ordinary course of business and not for speculative purposes under: 
 (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements entered into with one or more financial institutions and
designed to reduce costs of borrowing or to protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in interest rates with respect to Indebtedness incurred; 
 (2) other agreements or arrangements designed to manage interest rates or interest rate risk; 
 (3) foreign exchange contracts and currency protection agreements entered into with one of more financial institutions and designed to
protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in currency exchange rates with respect to Indebtedness incurred; 
 (4) any commodity futures contract, commodity option, commodity swap agreement or other similar agreement or arrangement designed to
protect against fluctuations in the price of Hydrocarbons used, produced, processed or sold by that Person or any of its Restricted Subsidiaries at the time; and 
 (5) other agreements or arrangements designed to protect such Person or any of its Restricted Subsidiaries against fluctuations in
currency exchange rates or commodity prices. 
 “Holder” means a Person in whose name a Note is registered.

 “Hydrocarbons” means crude oil, natural gas, natural gas liquids, casinghead gas, drip gasoline,
condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom. 
 “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

 (1) in respect of borrowed money; 
 (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

 (3) in respect of bankers’ acceptances; 
  


 13 








 (4) representing Capital Lease Obligations or Attributable Debt in respect of sale and
leaseback transactions; 
 (5) representing the balance deferred and unpaid of the purchase price of any property or services
due more than six months after such property is acquired or such services are completed; or 
 (6) representing any Hedging
Obligations, 
 if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a
liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such
Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. 
 Notwithstanding the foregoing, the following shall not constitute “Indebtedness”: 
 (1) accrued expenses and trade accounts payable arising in the ordinary course of business; 
 (2) any obligation of Targa Resources Partners or any of its Restricted Subsidiaries in respect of bid, performance, surety and similar
bonds issued for the account of Targa Resources Partners and any of its Restricted Subsidiaries in the ordinary course of business, including Guarantees and obligations of Targa Resources Partners or any of its Restricted Subsidiaries with respect
to letters of credit supporting such obligations (in each case other than an obligation for money borrowed); 
 (3) any
Indebtedness that has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or Government Securities (in an amount sufficient to satisfy all such Indebtedness at fixed maturity or redemption, as applicable, and all
payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such Indebtedness and subject to no other Liens, and the other applicable terms of the instrument governing such Indebtedness;

 (4) any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such obligation is extinguished within five Business Days of its incurrence; and 
 (5) any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency
payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets. 
 “Indenture” means this Indenture, as amended or supplemented from time to time. 
  

 14 








 “Initial Notes” means the first $250,000,000 aggregate principal amount
of Notes issued under this Indenture on the date hereof. 
 “Initial Purchasers” means, with respect to the
Initial Notes, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Banc of America Securities LLC, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Greenwich Capital Markets, Inc., Wachovia
Capital Markets, LLC, BNP Paribas Securities Corp., Piper Jaffray & Co., RBC Capital Markets Corporation, Comerica Securities, Inc. and BBVA Securities Inc., and, with respect to any Additional Notes, the initial purchasers thereof.

 “Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who is not also a QIB. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P. 
 “Investments” means, with respect to any Person, (a) all direct or indirect investments by such Person in other
Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding (1) commission, travel and similar advances to officers and employees made in the ordinary course of
business and (2) advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) and (b) purchases or other acquisitions of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners sells or otherwise disposes
of any Equity Interests of any direct or indirect Restricted Subsidiary of Targa Resources Partners such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of Targa Resources Partners, Targa
Resources Partners will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Targa Resources Partners’ Investments in such Restricted Subsidiary that were not sold or disposed of in
an amount determined as provided in Section 4.07(b) hereof. 
 “Joint Venture” means (i) any Person
that is not a direct or indirect Subsidiary of Targa Resources Partners in which Targa Resources Partners or any of its Restricted Subsidiaries makes any Investment ( provided that, for purposes of the proviso to clause (1) of the
definition of “Consolidated Net Income,” Targa Resources Partners and its Restricted Subsidiaries own at least 20% of the Equity Interests of such Person on a fully diluted basis or control the management of such Person pursuant to a
contractual agreement) or (ii) an Unrestricted Subsidiary of Targa Resources Partners that (a) has no Indebtedness and (b) was an Affiliate of Targa Resources Partners as of the date of this Indenture. 
 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of Houston, the City of New
York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue on such payment for the intervening period. 
  

 15 








 “Letter of Transmittal” means the letter of transmittal to be prepared
by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with an Exchange Offer. 
 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction other than a precautionary financing statement respecting a lease not intended as a security agreement. In no event shall a right of first refusal be deemed to constitute a Lien.

 “Liquidated Damages” means all liquidated damages then owing pursuant to a Registration Rights Agreement.

 “Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business
thereof. 
 “Net Income” means, with respect to any specified Person, the net income (loss) of such
Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: 
 (1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: 
 (a) any Asset Sale; or 
 (b) the disposition of any securities by such Person or the
extinguishment of any Indebtedness of such Person; and 
 (2) any extraordinary gain (but not loss), together with any related
provision for taxes on such extraordinary gain (but not loss). 
 “Net Proceeds” means the aggregate cash
proceeds received by Targa Resources Partners or any of its Restricted Subsidiaries in respect of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of:

 (1) the direct costs relating to such Asset Sale, including legal, accounting and investment banking fees, and sales
commissions, and any relocation expenses incurred as a result of the Asset Sale, 
 (2) taxes paid or payable as a result of
the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, 
  

 16 








 (3) amounts required to be applied to the repayment of Indebtedness, other than revolving
credit Indebtedness except to the extent resulting in a permanent reduction in availability of such Indebtedness under a Credit Facility, secured by a Lien on the properties or assets that were the subject of such Asset Sale and all distributions
and payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale, and 
 (4) any amounts to be set aside in any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment in respect of the sale price of such properties or assets or for liabilities associated with
such Asset Sale and retained by Targa Resources Partners or any of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall include only the amount of the
reserve so reversed or the amount returned to Targa Resources Partners or its Restricted Subsidiaries from such escrow arrangement, as the case may be. 
 “Non-Recourse Debt ” means Indebtedness: 
 (1) as to which neither Targa
Resources Partners nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor
or otherwise or (c) is the lender; 
 (2) no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (except the Notes) of Targa Resources Partners or any of its Restricted
Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and 
 (3) as to which the lenders have been notified in writing that they will not have any recourse to the Equity Interests or assets of Targa
Resources Partners or any of its Restricted Subsidiaries except as contemplated by clause (10) of the definition of Permitted Liens. 
 For purposes of determining compliance with Section 4.09 hereof, if any Non-Recourse Debt of any of Targa Resources Partners’ Unrestricted Subsidiaries ceases to be Non-Recourse Debt of such Unrestricted
Subsidiary, such event will be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners. 
 “Non-U.S. Person” means a Person who is not a U.S. Person. 
 “Note
Guarantee” means the Guarantee by each Guarantor of the Issuers’ obligations under this Indenture and the Notes, pursuant to the provisions of this Indenture. 
 “Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes, any Additional Notes, any
Exchange Notes and any Private Exchange Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes, any Additional Notes, any
Exchange Notes and any Private Exchange Notes. 
  

 17 








 “Obligations” means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 
 “Offering Memorandum” means the final Offering Memorandum of the Issuers, dated June 12, 2008, with respect to the Initial Notes. 
 “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person (or, if such Person is a limited partnership, the general partner of such Person, except
it shall be the General Partner in the case of Targa Resources Partners). 
 “Officers’ Certificate”
means, with respect to any Person, a certificate signed on behalf of such Person by any two of its Officers, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of such Person that
meets the requirements of Section 12.05 hereof. 
 “Operating Surplus” has the meaning assigned to such
term in the Partnership Agreement, as in effect on the date of this Indenture. 
 “Opinion of Counsel” means
an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to Targa Resources Partners, the General Partner, any Subsidiary of
Targa Resources Partners or the General Partner or the Trustee. 
 “Opinion of Outside Counsel” means an
opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Trustee but not an employee of an Issuer or an Affiliate thereof.

 “Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of Targa
Resources Partners LP, dated as of February 14, 2007, as amended, modified or supplemented from time to time. 
 “Permitted Business” means either (1) gathering, transporting, treating, processing, fractionating, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or
ancillary thereto including entering into Hedging Obligations to support these businesses, or (2) any other business that generates gross income that constitutes “qualifying income” under Section 7704(d) of the Internal Revenue
Code of 1986, as amended. 
  

 18 








 “Permitted Business Investments” means Investments by Targa Resources
Partners or any of its Restricted Subsidiaries in any Unrestricted Subsidiary of Targa Resources Partners or in any Joint Venture, provided that: 
 (1) either (a) at the time of such Investment and immediately thereafter, Targa Resources Partners could incur $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test set forth in
Section 4.09(a) hereof or (b) such Investment does not exceed the aggregate amount of Incremental Funds (as defined in Section 4.07 hereof) not previously expended at the time of making such Investment; 
 (2) if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at the time of such Investment, either (a) all such
Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Unrestricted Subsidiary or Joint Venture that is recourse to Targa Resources Partners or any of its Restricted Subsidiaries (which shall include all Indebtedness of such
Unrestricted Subsidiary or Joint Venture for which Targa Resources Partners or any of its Restricted Subsidiaries may be directly or indirectly, contingently or otherwise, obligated to pay, whether pursuant to the terms of such Indebtedness, by law
or pursuant to any guarantee, including any “claw-back,” “make-well” or “keep-well” arrangement) could, at the time such Investment is made, be incurred at that time by Targa Resources Partners and its Restricted
Subsidiaries under the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and 
 (3) such Unrestricted
Subsidiary’s or Joint Venture’s activities are not outside the scope of the Permitted Business. 
 “Permitted Investments ” means: 
 (1) any Investment in Targa Resources Partners or in a Restricted
Subsidiary of Targa Resources Partners; 
 (2) any Investment in Cash Equivalents; 
 (3) any Investment by Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners in a Person, if as a result of
such Investment: 
 (a) such Person becomes a Restricted Subsidiary of Targa Resources Partners; or 
 (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its properties or
assets to, or is liquidated into, Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners; 
  

 19 








 (4) any Investment made as a result of the receipt of non-cash consideration from:

 (a) an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof; or 
 (b) pursuant to clause (7) of the items deemed not to be Asset Sales under the definition of “Asset Sale”; 
 (5) any Investment in any Person solely in exchange for the issuance of Equity Interests (other than Disqualified Equity) of Targa
Resources Partners; 
 (6) any Investments received in compromise or resolution of (A) obligations of trade creditors or
customers that were incurred in the ordinary course of business of Targa Resources Partners or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade
creditor or customer, or as a result of a foreclosure by Targa Resources Partners or any of its Restricted Subsidiaries with respect to any secured Investment in default; or (B) litigation, arbitration or other disputes with Persons who are not
Affiliates; 
 (7) Investments represented by Hedging Obligations permitted to be incurred; 
 (8) loans or advances to employees of Targa Resources Partners or any of its Affiliates made in the ordinary course of business of Targa
Resources Partners or any Restricted Subsidiary of Targa Resources Partners in an aggregate principal amount not to exceed $2.5 million at any one time outstanding; 
 (9) repurchases of the Notes; 
 (10) any Investments in prepaid expenses, negotiable instruments held for collection and lease, utility, workers’ compensation and performance and other similar deposits and prepaid expenses made in the ordinary
course of business; 
 (11) Permitted Business Investments; and 
 (12) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (12) that are at the time outstanding not to exceed the greater of (a) $25.0 million and (b) 2.5% of Targa
Resources Partners’ Consolidated Net Tangible Assets. 
 “Permitted Liens” means: 
 (1) Liens securing any Indebtedness under any of the Credit Facilities and all Obligations and Hedging Obligations relating to such
Indebtedness; 
 (2) Liens in favor of Targa Resources Partners or the Guarantors; 
  

 20 








 (3) Liens on property of a Person existing at the time such Person is merged with or into
or consolidated with Targa Resources Partners or any Subsidiary of Targa Resources Partners; provided that such Liens were in existence prior to such merger or consolidation and do not extend to any assets other than those of the Person
merged with or into or consolidated with Targa Resources Partners or the Subsidiary; 
 (4) Liens on property existing at the
time of acquisition of the property by Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such
acquisition; 
 (5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or
other obligations of a like nature incurred in the ordinary course of business; 
 (6) Liens to secure Indebtedness (including
Capital Lease Obligations) permitted by clause (4) of Section 4.09(b) hereof covering only the assets acquired with or financed by such Indebtedness; 
 (7) Liens existing on the date of this Indenture (other than Liens securing the Credit Facilities); 
 (8) Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees); 
 (9) Liens on any property or asset acquired, constructed or improved by Targa Resources Partners or any of its Restricted Subsidiaries (a
“Purchase Money Lien”), which (a) are in favor of the seller of such property or asset, in favor of the Person developing, constructing, repairing or improving such property or asset, or in favor of the Person that provided the
funding for the acquisition, development, construction, repair or improvement cost, as the case may be, of such property or asset, (b) are created within 360 days after the acquisition, development, construction, repair or improvement,
(c) secure the purchase price or development, construction, repair or improvement cost, as the case may be, of such property or asset in an amount up to 100% of the Fair Market Value of such acquisition, construction or improvement of such
asset or property, and (d) are limited to the asset or property so acquired, constructed or improved (including the proceeds thereof, accessions thereto and upgrades thereof); 
 (10) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by Targa Resources Partners or
any Restricted Subsidiary of Targa Resources Partners to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture; 
 (11) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or
instruments of Targa Resources Partners or any of its Restricted Subsidiaries on deposit with or in possession of such bank; 
  

 21 








 (12) Liens to secure performance of Hedging Obligations of Targa Resources Partners or
any of its Restricted Subsidiaries; 
 (13) Liens arising under construction contracts, interconnection agreements, operating
agreements, joint venture agreements, partnership agreements, oil and gas leases, farmout agreements, division orders, contracts for purchase, gathering, processing, fractionating, sale, transportation or exchange of crude oil, natural gas liquids,
condensate and natural gas, natural gas storage agreements, unitization and pooling declarations and agreements, area of mutual interest agreements, real property leases and other agreements arising in the ordinary course of business of Targa
Resources Partners and its Restricted Subsidiaries that are customary in the Permitted Business; 
 (14) Liens upon specific
items of inventory, receivables or other goods or proceeds of Targa Resources Partners or any of its Restricted Subsidiaries securing such Person’s obligations in respect of bankers’ acceptances or receivables securitizations issued or
created for the account of such Person to facilitate the purchase, shipment or storage of such inventory, receivables or other goods or proceeds and permitted by Section 4.09; 
 (15) Liens securing any Indebtedness equally and ratably with all Obligations due under the Notes or any Note Guarantee pursuant to a
contractual covenant that limits Liens in a manner substantially similar to Section 4.12; 
 (16) any interest or title
of a lessor to any property subject to a Capital Lease Obligation; 
 (17) Liens incurred in the ordinary course of business
of Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners; provided, however, that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness then outstanding and secured by any
Liens pursuant to this clause (17) dates not exceed 5.0% of Targa Resources Partners’ Consolidated Net Tangible Assets at such time; and 
 (18) any Lien renewing, extending, refinancing or refunding a Lien permitted by clauses (1) through (17) above; provided that (a) the principal amount of Indebtedness secured by such Lien does
not exceed the principal amount of such Indebtedness outstanding immediately prior to the renewal, extension, refinance or refund of such Lien, plus all accrued interest on the Indebtedness secured thereby and the amount of all fees, expenses and
premiums incurred in connection therewith, and (b) no assets encumbered by any such Lien other than the assets permitted to be encumbered immediately prior to such renewal, extension, refinance or refund are encumbered thereby. 
 After termination of the covenants referred to in Section 4.20, for purposes of complying with Section 4.12, the Liens described in clauses
(1) and (17) of this definition of “Permitted Liens” will be Permitted Liens only to the extent those Liens secure Indebtedness not 

  

 22 








 
exceeding, at the time of determination, 10% of the Consolidated Net Tangible Assets of Targa Resources Partners. Once effective, this 10% limitation on
Permitted Liens will continue to apply during any later period in which the Notes do not have an Investment Grade Rating by both Rating Agencies. 
 “Permitted Refinancing Indebtedness” means any Indebtedness of Targa Resources Partners or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew,
refund, refinance, replace, defease or discharge other Indebtedness of Targa Resources Partners or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: 
 (1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness renewed,
refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith); 
 (2) such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; 
 (3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the
Notes or the Note Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the Note Guarantees, on terms at least as favorable to the Holders of Notes as those contained in the documentation governing
the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and 
 (4) such Indebtedness is not
incurred by a Restricted Subsidiary of Targa Resources Partners if Targa Resources Partners is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged. 
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other entity. 
 “Private Exchange
Notes” means the Notes issued in a Private Exchange pursuant to Section 2.06(f) hereof. “Private Exchange” has the meaning set forth in the applicable Registration Rights Agreement. 
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(1)(A) hereof to be placed on all Notes
issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 
 “QIB”
means a”qualified institutional buyer” as defined in Rule 144A. 
 “Qualified Owner” means
Warburg Pincus LLC and its Affiliates that are organized by such Person (or any Person controlling such person) primarily for making, or otherwise having as their primary activity holding or exercising control over, equity or debt investments in TRI
or other portfolio companies. 
  

 23 








 “Rating Agencies” means Moody’s and S&P. 
 “Ratings Categories” means: 
 (1) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and 
 (2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor
categories). 
 “ Ratings Decline” means a decrease in the rating of the Notes by either Moody’s or
S&P by one or more gradations (including gradations within Rating Categories as well as between Rating Categories). In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Ratings Categories,
namely + or — for S&P, and 1, 2, and 3 for Moody’s, will be taken into account; for example, in the case of S&P, a ratings decline either from BB+ to BB or BB to B- will constitute a decrease of one gradation. 
 “Reporting Default” means a Default described in clause (4) under Section 6.01. 
 “Registration Rights Agreement” means (i) with respect to the Initial Notes, the Registration Rights Agreement,
dated as of June 18, 2008, among the Issuers, the Guarantors and the Initial Purchasers, and (ii) with respect to any Additional Notes, the comparable agreement, in each case as such agreement may be amended, modified or supplemented from
time to time. 
 “Regulation S” means Regulation S promulgated under the Securities Act.

 “ Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend, deposited with the Custodian and registered in the name of the Depositary or its nominee, and issued in a denomination equal to the outstanding principal amount of the Notes sold in
reliance on Rule 903 of Regulation S. 
 “Responsible Officer” when used with respect to the
Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
 “Restricted Definitive Note” means a Definitive Note that is a Restricted Note. 
 “Restricted Global Note” means a Global Note that is a Restricted Note. 
 “Restricted Investment” means an Investment other than a Permitted Investment. 
  

 24 








 “Restricted Note” has the meaning set forth in Rule 144(a)(3) under
the Securities Act for the term “restricted securities”; provided, however, that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Outside Counsel with respect to whether any Note is a Restricted
Note. Restricted Notes are required to bear the Private Placement Legend. 
 “Restricted Period” means the
40-day distribution compliance period as defined in Regulation S. 
 “Restricted Subsidiary” of a Person
means any Subsidiary of the specified Person that is not an Unrestricted Subsidiary. Notwithstanding anything in this Indenture to the contrary, Finance Corp. shall be a Restricted Subsidiary of Targa Resources Partners. 
 “Rule 144” means Rule 144 promulgated under the Securities Act. 
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 
 “Rule 903” means Rule 903 promulgated under the Securities Act. 
 “Rule 904” means Rule 904 promulgated under the Securities Act. 
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any
successor to the rating agency business thereof. 
 “SEC” means the Securities and Exchange Commission.

 “Securities Act” means the Securities Act of 1933, as amended. 
 “Senior Indebtedness” means with respect to any Person, Indebtedness of such Person, unless the instrument creating or
evidencing such Indebtedness provides that such Indebtedness is subordinate in right of payment to the Notes or the Note Guarantee of such Person, as the case may be. 
 “Shelf Registration Statement” means a registration statement effecting a Shelf Registration as defined in the initial
Registration Rights Agreement. 
 “Significant Subsidiary” means any Subsidiary that would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture. 
 “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date
on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to
the date originally scheduled for the payment thereof. 
  

 25 








 “Subsidiary” means, with respect to any specified Person: 
 (1) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50%
of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 
 (2) any partnership (whether general or limited) or limited liability company (a) the sole general partner or member of which is such
Person or a Subsidiary of such Person, or (b) if there is more than a single general partner or member, either (x) the only managing general partners or managing members of which are such Person or one or more Subsidiaries of such Person
(or any combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership or limited liability company,
respectively. 
 “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§
77aaa-77bbbb). 
 “Treasury Rate” means, with respect to any Redemption Date, the yield to maturity at the
time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior
to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to July 1, 2012; provided, however, that if
such period is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, Targa Resources Partners shall obtain the Treasury Rate by linear interpolation (calculated to the nearest one twelfth
of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to July 1, 2012, is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one year will be used. Targa Resources Partners will (a) calculate the Treasury Rate on the second Business Day preceding the applicable Redemption Date and
(b) prior to such Redemption Date file with the Trustee an Officers’ Certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail. 
 “TRI” means Targa Resources, Inc., a Delaware corporation. 
 “Trustee” means U.S. Bank National Association, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted Definitive
Note” means a Definitive Note that is an Unrestricted Note. 
 “Unrestricted Global Note” means a
Global Note that is an Unrestricted Note. 
  

 26 








 “Unrestricted Notes” means one or more Notes that do not and are not
required to bear the Private Placement Legend including, without limitation, the Exchange Notes, any Notes sold in connection with an effective Shelf Registration Statement pursuant to the applicable Registration Rights Agreement, any Notes from
which the Private Placement Legend has been removed in accordance with Section 2.07(g) and, with respect to Unrestricted Global Notes, Notes in which a Holder acquires an interest pursuant to Section 2.07(j). 
 “Unrestricted Subsidiary” means any Subsidiary of Targa Resources Partners (other than Finance Corp. or any successor to
it) that is designated by the Board of Directors of the General Partner as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary: 
 (1) except to the extent permitted by subclause (2)(b) of the definition of “Permitted Business Investments,” has no
Indebtedness other than Non-Recourse Debt; 
 (2) except as permitted under Section 4.11 hereof, is not party to any
agreement, contract, arrangement or understanding with Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Targa
Resources Partners or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Targa Resources Partners; and 
 (3) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Targa Resources Partners or any
of its Restricted Subsidiaries. 
 All Subsidiaries of an Unrestricted Subsidiary shall be also Unrestricted Subsidiaries. 
 “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act. 
 “Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled
(without regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person. 
 “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity
or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment;
by 
 (2) the then outstanding principal amount of such Indebtedness. 
  

 27 








 Section 1.02 Other Definitions. 
  

			
	 Term
	  	Defined in
Section
	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	3.09
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Payment Date”
	  	4.15
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “Incremental Funds”
	  	4.07
	 “incur”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Paying Agent”
	  	2.03
	 “Permitted Debt”
	  	4.09
	 “Payment Default”
	  	6.01
	 “Purchase Date”
	  	3.09
	 “Redemption Date”
	  	3.07
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07
	 “Resale Restriction Termination Date”
	  	2.06

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

 The following TIA terms used in this Indenture have the following meanings: 
 “indenture securities” means the Notes and the Note Guarantees; 
 “indenture security holder” means a Holder of a Note; 
 “indenture to be qualified” means this Indenture; 
 “indenture trustee” or “institutional trustee” means the Trustee; and 
 “obligor” on the Notes and the Note Guarantees means the Issuers and the Guarantors, respectively, and any successor
obligor upon the Notes and the Note Guarantees, respectively. 
  

 28 








 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
 Section 1.04 Rules of Construction.

 Unless the context otherwise requires: 
 (1) a term has the meaning assigned to it; 
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (3) “or” is not exclusive; 
 (4) words in the singular include the plural, and in the plural
include the singular; 
 (5) both “shall” and “will” shall be interpreted to express a
command, and no distinction of meaning is intended between these two words; 
 (6) provisions apply to successive events and
transactions; and 
 (7) references to sections of or rules under the Securities Act or Exchange Act will be deemed to include
substitute, replacement of successor sections or rules adopted by the SEC from time to time. 
 ARTICLE 2 
 THE NOTES 
 Section 2.01 Form
and Dating. 
 (a) General. The Notes and the Trustee’s certificate of authentication will be substantially in
the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $1,000 and
integral multiples thereof. 
 The terms and provisions contained in the Notes will constitute, and are hereby expressly made,
a part of this Indenture and the Issuers, the Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note
conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
 (b) Global Notes. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Notes, and any Notes offered and sold in reliance on Regulation S shall be issued
initially in the form of one or more Regulation S Global Notes. Notes in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the


  

 29 








 
Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that
it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 
 (c) Definitive Notes. Notes initially issued to or transferred to affiliates (as defined in Rule 144) of the Issuers shall only be issued in definitive form. All Definitive Notes will be substantially in the form of
Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Unless and until exchanged for an Exchange Note or sold in connection with an
effective Shelf Registration Statement pursuant to the applicable Registration Rights Agreement, affiliates of the Issuers may hold an interest in Notes only in the form of Definitive Notes and are prohibited from taking a beneficial interest in one
or more Global Notes. Notwithstanding any other provision of this Article 2, any issuance of Definitive Notes shall be at the Issuers’ discretion, except in the circumstances set forth in this Section 2.01(c) and in Section 2.06.

 Section 2.02 Execution and Authentication. 
 At least one Officer must sign the Notes for each of the Issuers by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be
valid. 
 A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be
conclusive evidence that the Note has been authenticated under this Indenture. 
 The Trustee will, upon receipt of a written
order of the Issuers signed by two Officers of each Issuer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes and Exchange Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

 The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent
may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Issuers. 
  

 30 








 Section 2.03 Registrar and Paying Agent. 
 The Issuers will maintain an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and an office or agency in New York, New York where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Issuers
may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying
Agent or Registrar without notice to any Holder. The Issuers will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. Targa Resources Partners, Finance Corp. or any of Targa Resources Partners’ other Subsidiaries may act as Paying Agent or Registrar. 
 The Issuers initially appoint The Depository Trust Company (“ DTC”) to act as Depositary with respect to the Global
Notes. 
 The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent at the Corporate Trust Office of
the Trustee and to act as Custodian with respect to the Global Notes. 
 Section 2.04 Paying Agent to Hold Money in Trust.

 The Issuers will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in
trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Liquidated Damages, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any
such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee, the Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent (if other than Targa Resources Partners or a Subsidiary) will have no further liability for the money. If Targa Resources Partners or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to Targa Resources Partners, the Trustee will serve as Paying Agent for the Notes. 
 Section 2.05 Holder Lists. 
 The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the
Trustee is not the Registrar, the Issuers will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with TIA § 312(a). 
  

 31 








 Section 2.06 Transfer and Exchange. 
 (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of
the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be
exchanged by the Issuers for Definitive Notes if: 
 (1) the Issuers deliver to the Trustee notice from the Depositary that it
is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days after the date of
such notice from the Depositary; or 
 (2) there has occurred and is continuing an Event of Default and the Depositary
notifies the Trustee of its decision to exchange the Global Notes for Definitive Notes. 
 Upon the occurrence of either of
the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07
and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof. 
 (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph
(1) or (2) below, as applicable, as well as one or more of the other following subparagraphs of this Section 2.06, as applicable: 
 (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in
the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend, provided, however, that prior to the expiration of the Restricted Period, beneficial interests in the
Regulation S Global Note may be held only through Euroclear or Clearstream (as indirect participants in the Depositary). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 
  

 32 








 (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 
 (A) both: 
 (i) a written order from a participant or an indirect participant in the Depositary given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in
another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and 
 (ii) instructions
given in accordance with the Applicable Procedures containing information regarding the participant account to be credited with such increase; or 
 (B) both: 
 (i) a written order from a participant or an indirect participant in the
Depositary given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 
 (ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (i) above. 
 Upon consummation of an Exchange Offer, if any, by the Issuers in
accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of
such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
 (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial
interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following: 
  

 33 








 (A) if the transferee will take delivery in the form of a beneficial interest in the
144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof, and if such transfer occurs prior to the expiration of the Restricted Period, then the transferee must hold such beneficial
interest through either Clearstream or Euroclear (as indirect participants in the Depositary). 
 (4) Transfer and Exchange of
Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global
Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 
 (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the related Registration Rights Agreement and
the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s book-entry system) that it is not
(i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the related Registration Rights Agreement;

 (C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with
the related Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 
 (ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

  

 34 








 
and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Outside
Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 
 If any such transfer is effected pursuant to subparagraph (B) or
(D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 
 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of Beneficial Interests for Definitive
Notes. 
 (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a
beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive
Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in
a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
 (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest is being
transferred to a Non-U.S Person in an offshore transaction in accordance with Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in
accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in
subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; 
  

 35 








 (F) if such beneficial interest is being transferred to Targa Resources Partners or any
of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(c) thereof, 
 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depository. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 
 (2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a
Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if: 
 (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the related Registration Rights Agreement and
the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s book-entry system) that it is not (i) a
Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the related Registration Rights Agreement;

 (C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with
the related Registration Rights Agreement; or 
  

 36 








 (D) the Registrar receives the following: 
 (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an
Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (l)(b) thereof; or 
 (ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth
in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 (3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in
an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the
conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers will execute and the
Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will
be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and its participant or indirect
participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the
Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. 
 (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note
proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Registrar of the following documentation: 
 (A) If the Holder of such Restricted Definitive Note proposes to
exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 
  

 37 








 (B) If such Restricted Definitive Note is being transferred to a QIB in accordance with
Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; or 
 (C) If such Restricted Definitive Note is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule 904, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (2) thereof, 
 the Trustee shall cancel the Restricted Definitive Note, the Registrar shall increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S
Global Note. 
 (2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a
Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Note only if: 
 (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with applicable
Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s book-entry system) that it is not (1) a
Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement;

 (C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with
the applicable Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
 (ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof; 
  

 38 








 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Outside Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 Upon
satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee shall cancel the Definitive Notes and the Registrar shall increase or cause to be increased the aggregate principal amount of the Unrestricted
Global Note. 
 (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an
Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and the Registrar shall increase or cause to be increased the aggregate principal amount of one of the
Unrestricted Global Notes. 
 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to
subparagraph (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such
Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender
to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting
Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 
  


 39 








 (1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
 (A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will be made pursuant to Rule 904,
then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 
 (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including
the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. 
 (2) Restricted
Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if: 
 (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance
with the related Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or via the Depositary’s book-entry system) that it is
not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) any such transfer is effected pursuant to a Shelf Registration Statement in accordance with the related Registration Rights
Agreement; 
 (C) any such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in
accordance with the related Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate
from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 
 (ii)
if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof; 

  

 40 








 
and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Outside Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with
the Securities Act. 
 (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted
Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer; Private Exchange Offer. 
 (1) Upon the occurrence of an Exchange Offer, if any, in accordance with the related Registration Rights Agreement, the Issuers will issue
and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 
 (A) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the
applicable Letters of Transmittal (or via the Depositary’s book-entry system) that (I) they are not Broker-Dealers, (II) they are not participating in a distribution of the Exchange Notes and (III) they are not affiliates (as
defined in Rule 144) of the Issuers; and 
 (B) Unrestricted Definitive Notes in an aggregate principal amount equal to
the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (or via the Depositary’s book-entry system) (I) they are not
Broker-Dealers, (II) they are not participating in a distribution of the Exchange Notes and (III) they are not affiliates (as defined in Rule 144) of the Issuers. 
 Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Issuers will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 

(2) If, prior to consummation of an Exchange Offer, any Initial Purchaser holds Notes acquired by it as part of the initial
distribution thereof, the Issuers, upon written request of such Initial Purchaser, simultaneously with the delivery of the Exchange Notes pursuant to the Exchange Offer, shall issue and deliver to such Initial Purchaser and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate, one or more Restricted Definitive Notes 

  

 41 








 
representing Private Exchange Securities in a Private Exchange for the Notes held by such Initial Purchaser, in an aggregate principal amount equal to the
Notes so exchanged by such Initial Purchaser in the Private Exchange. The Private Exchange Notes shall bear the same CUSIP hereafter as the Exchange Notes if permitted by the CUSIP Service Bureau. 
 (g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this Indenture. 
 (1) Private Placement Legend.

 (A) Unless and until (w) a Note is exchanged for an Exchange Note or sold in connection with an effective Shelf
Registration Statement pursuant to the applicable Registration Rights Agreement, (x) with respect to a Restricted Global Note, all of the beneficial interests in such Restricted Global Note have been exchanged for beneficial interests in the
Unrestricted Global Note in accordance with Section 2.06(j), (y) with respect to any Restricted Note, the Private Placement Legend has been removed from such Restricted Note in accordance with Section 2.06(b)(4), 2.06(c)(2),
2.06(d)(2) or 2.06(e)(2), or (z) Targa Resources Partners determines and there is delivered to the Trustee an Opinion of Outside Counsel reasonably satisfactory to the Trustee and a letter of representation of the Issuers reasonably
satisfactory to the Trustee to the effect that the following legend and the related restrictions on transfer are not required in order to maintain compliance with the provisions of the Securities Act, each Global Note and each Definitive Note (and
all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT
AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”),
(2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY (THE “RESALE RESTRICTION TERMINATION DATE”) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO AN ISSUER OR ANY SUBSIDIARY THEREOF,
(B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR 

  

 42 








 
THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUERS SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION, NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AS USED HEREIN. THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR AN ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE.” 
 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3), (f) or (j) of this Section 2.06 (and all
Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 
 (2) Global Note
Legend. Each Global Note will bear a legend in substantially the following form: 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS
DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH 

  

 43 








 
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
THE PRIOR WRITTEN CONSENT OF THE ISSUERS. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.” 
 (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in
accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly
and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
  

 44 








 (i) General Provisions Relating to Transfers and Exchanges. 
 (1) To permit registrations of transfers and exchanges, the Issuers will execute and the Trustee will authenticate Global Notes and
Definitive Notes upon receipt of a Company Order or at the Registrar’s request. 
 (2) No service charge will be made to
a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 
 (3) [Reserved.] 
 (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits
under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
 (5) Neither the Registrar nor the Issuers will be required: 
 (A) to issue, to register the transfer of or to
exchange, any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 
 (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any
Note being redeemed in part; or 
 (C) to register the transfer of or to exchange a Note between a record date and the next
succeeding interest payment date. 
 (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of
the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. 
 (7) The Trustee will authenticate Global
Notes and Definitive Notes for original issue in accordance with the provisions of Section 2.02 hereof. 
 (8) All
certifications, certificates, Opinions of Counsel and Opinions of Outside Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

  

 45 








 (j) Automatic Exchange from Restricted Global Note to Unrestricted Global Note.
Upon compliance with the following procedures, all of the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in the Unrestricted Global Note as of the Resale Restriction Termination Date. In order to effect
such exchange, the Issuers shall provide written notice to the Trustee at least ten Business Days in advance of the Resale Restriction Termination Date (unless the Trustee consents to a shorter period) instructing the Trustee to (i) direct the
Depositary to transfer all of the outstanding beneficial interests in a particular Restricted Global Note to the Unrestricted Global Note as of the Resale Restriction Termination Date and provide the Depositary with all such information as is
necessary for the Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all Holders of such exchange, which notice must include the date such exchange is to occur, the CUSIP number of
the relevant Restricted Global Note and the CUSIP number of the Unrestricted Global Note into which such Holders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j), the Trustee
shall be entitled to receive from the Issuers, and may rely conclusively without any liability upon, an Officers’ Certificate and an Opinion of Outside Counsel to the Issuers, in form and in substance reasonably satisfactory to the Trustee, to
the effect that such transfer of beneficial interests to the Unrestricted Global Note complies with the Securities Act. Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall endorse the Schedule of
Exchanges of Interests in the Global Note to the relevant Global Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and
the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(j), the relevant Restricted Global Note(s) shall be cancelled. 

(k) Transfers of Notes Held by Affiliates. Any certificate (i) evidencing a Note that has been transferred to an affiliate
(as defined in Rule 405) of the Issuers within one year after the date hereof, as evidenced by a notation on the assignment form for such transfer or in the representation letter delivered in respect thereof or (ii) evidencing a Note that
has been acquired from an affiliate (other than by an affiliate) in a transaction or a chain of transactions not involving any public offering, shall, until one year after the last date on which either the Issuers or any affiliate of the Issuers was
an owner of such Note, in each case, be in the form of a Restricted Definitive Note. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06. The Issuers, at their sole
cost and expense, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. 
 Section 2.07 Replacement Notes. 
 If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers will issue and the Trustee, upon
receipt of a Company Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee may charge for their expenses in replacing a Note.

  

 46 








 Every replacement Note is an additional obligation of each of the Issuers and will be
entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 Section 2.08 Outstanding Notes. 
 The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note; however, Notes held by Targa Resources Partners or a Subsidiary of Targa
Resources Partners shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof. 
 If a Note is replaced
pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. 
 If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest and
Liquidated Damages, if any, on it cease to accrue. 
 If the Paying Agent (other than Targa Resources Partners, a Subsidiary
or an Affiliate of any thereof) holds as of 11:00 a.m. Eastern Time, on a Redemption Date or other maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer
outstanding and will cease to accrue interest and Liquidated Damages, if any. 
 Section 2.09 Treasury Notes. 
 In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes
owned by the Issuers or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuers or any Guarantor, will be considered as though not outstanding, except that for
the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded. 
 Section 2.10 Temporary Notes. 
 Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially
in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers will prepare and the Trustee will
authenticate definitive Notes in exchange for temporary Notes. 
  

 47 








 Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

 Section 2.11 Cancellation. 
 The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirement of the Exchange Act).
Certification of the destruction of all canceled Notes will be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation. 
 Section 2.12 Defaulted Interest. 
 If the Issuers default in a payment of interest on the Notes, they will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the
date of the proposed payment. The Issuers will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such
defaulted interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) will mail or cause to be mailed to Holders a notice that
states the special record date, the related payment date and the amount of such interest to be paid. 
 ARTICLE 3 
 REDEMPTION AND REPURCHASE 
 Section 3.01 Notices to Trustee. 
 If the Issuers elect to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, Targa Resources Partners must furnish to the Trustee, at least five Business Days before the giving of the notice of redemption pursuant to Section 3.03, an Officers’ Certificate setting
forth: 
 (1) the clause of this Indenture pursuant to which the redemption shall occur, 
 (2) the Redemption Date; 
 (3) the principal amount of Notes to be redeemed; and 
 (4) the redemption price, if then
determinable and, if not, then a method for determination. 
  

 48 








 Section 3.02 Selection of Notes to Be Redeemed. 
 If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows: 
 (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities
exchange on which the Notes are listed; or 
 (2) if the Notes are not listed on any national securities exchange, on a pro
rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate. 
 No Notes of $1,000 or less can be redeemed in part.

 Section 3.03 Notice of Redemption. 
 Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a Redemption Date, the
Issuers will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption
Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof. 
 The notice will identify the Notes to be redeemed and will state: 
 (1) the Redemption Date; 
 (2) the redemption price, if then determinable, and, if not, then a method for determination; 
 (3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed
portion will be issued upon cancellation of the original Note; 
 (4) the name and address of the Paying Agent; 
 (5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 
 (6) that, unless the Issuers default in making such redemption payment, interest and Liquidated Damages, if any, on Notes called for
redemption ceases to accrue on and after the Redemption Date; 
 (7) the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed; and 
  

 49 








 (8) that no representation is made as to the correctness or accuracy of the CUSIP number,
if any, listed in such notice or printed on the Notes. 
 At the Issuers’ request, the Trustee will give the notice of
redemption in the Issuers’ names and at their expense; provided, however, that the Issuers have delivered to the Trustee, at least five 
 Business Days prior to the date of giving such notice, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the
preceding paragraph. Such Officers’ Certificate may be combined with the Officers’ Certificate referred to in Section 3.01. 
 Section 3.04 Effect of Notice of Redemption. 
 Once notice of redemption is delivered in accordance with
Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. 
 Section 3.05 Deposit of Redemption or Purchase Price. 
 By 11:00 a.m. Eastern Time on the redemption or purchase date, the Issuers will deposit with the Trustee or with the Paying Agent
money sufficient to pay the redemption or purchase price of and accrued interest and Liquidated Damages, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuers any money
deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Liquidated Damages, if any, on, all Notes to be redeemed or purchased. 

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest and
Liquidated Damages, if any, will cease to accrue on the Notes or the portions of Notes called for redemption or surrendered for purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or surrendered for purchase is not so paid upon
surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent
lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
 Section 3.06 Notes Redeemed or Purchased in Part. 
 Upon surrender of a Note that is redeemed or
purchased in part, the Issuers will issue and, upon receipt of a Company Order, the Trustee will authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note
surrendered. 
  

 50 








 Section 3.07 Optional Redemption. 
 (a) At any time prior to July 1, 2011, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal
amount of Notes (including any Additional Notes) issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price of 108.25% of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), with the net cash proceeds of
one or more Equity Offerings by Targa Resources Partners; provided that: 
 (1) at least 65% of the aggregate principal
amount of Notes (including any Additional Notes) issued under this Indenture (excluding Notes held by Targa Resources Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 
 (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. 
 (b) Except pursuant to the preceding paragraph and paragraph (d) of this Section 3.07 or Section 4.15(d), the Notes
will not be redeemable at the Issuers’ option prior to July 1, 2012. 
 (c) On or after July 1, 2012, the
Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated
Damages, if any, on the Notes redeemed to the applicable Redemption Date, if redeemed during the twelve-month period beginning on July 1 of each year indicated below, subject to the rights of Holders of Notes on the relevant record date to
receive interest on an interest payment date that is on or prior to the Redemption Date: 
  

				
	 Year
	  	Percentage	 
	 2012
	  	104.125	%
	 2013
	  	102.063	%
	 2014 and thereafter
	  	100.000	%

 Unless the Issuers default in the payment of the redemption price, interest and
Liquidated Damages, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. 
 (d) At any time prior to July 1, 2012, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the
principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the
relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date. 
  

 51 








 (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof. 
 Section 3.08 [Reserved]. 
 Section 3.09 Offer to Purchase by Application of Excess Proceeds. 
 In the event that, pursuant to Section 4.10 hereof, Targa Resources Partners is required to commence an offer to all Holders to
purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. 
 The Asset Sale
Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the
“Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers will apply all Excess Proceeds (the “Offer Amount”) to the purchase of
Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes
so purchased will be made in the manner prescribed in the Notes. 
 If the Purchase Date is on or after an interest record
date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional
interest or Liquidated Damages will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 
 Upon the
commencement of an Asset Sale Offer, the Issuers will send, by first class mail, a notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: 
 (1) that the Asset Sale
Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open; 
 (2) the Offer Amount, the purchase price and the Purchase Date; 
 (3) that any Note not
tendered or accepted for payment will continue to accrue interest and Liquidated Damages, if any; 
 (4) that, unless the
Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest and Liquidate Damages, if any, after the Purchase Date; 
  

 52 








 (5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in integral multiples of $1,000 only; 
 (6) that Holders electing to have Notes purchased
pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuers, a depositary, if
appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; 
 (7) that Holders will be entitled to withdraw their election if the Issuers, the depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile
transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 
 (8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the
Offer Amount, the Issuers will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such
adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased); and 
 (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered (or transferred by book-entry transfer). 
 On or before the Purchase Date, the Issuers will, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount allocable to the Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount allocable to the Notes has
been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers
in accordance with the terms of this Section 3.09. The Issuers, the depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an
amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon receipt of a Company Order, will authenticate and mail or deliver
(or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder
thereof. The Issuers will publicly announce the results of the Asset Sale Offer on the Purchase Date. 
 Other than as
specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.05 and 3.06 hereof. 
  

 53 








 ARTICLE 4 
 COVENANTS 
 Section 4.01 Payment of Notes. 
 The Issuers shall pay or cause to be paid the principal of, premium, if any, and interest and Liquidated Damages, if any, on, the Notes on
the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Liquidated Damages, if any will be considered paid on the date due if the Paying Agent, if other than the Targa Resources Partners or a Subsidiary
thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest and Liquidated Damages, if any,
then due. The Issuers will pay all Liquidated Damages, if any, in the same manner as interest on the dates and in the amounts set forth in the applicable Registration Rights Agreement. 
 The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, at the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace period) at the same rate to the extent lawful. 
 The Issuers shall notify the Trustee
of the amounts and payment dates of any Liquidated Damages that may become payable under any Registration Rights Agreement. 
 Section 4.02 Maintenance of Office or Agency. 
 The Issuers shall maintain an office or agency (which
may be an office of the Trustee or an affiliate of the Trustee) in the City of New York where Notes may be presented or surrendered for payment, and they shall maintain in the continental United States an office or agency (which may be an office of
the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be
served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers fail to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 The Issuers may also from time to time designate one or more other offices or agencies in the continental United States where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations. Further, if at any time there shall be no such office or agency in the City of New York where the Notes may be presented or surrendered for payment, the Issuers shall forthwith designate and maintain such an office or
agency in the City of New York, in order that the Notes shall at all times be payable in the City of New York. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any
such other office or agency. 
  

 54 








 The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office
or agency of the Issuers in accordance with Section 2.03 hereof. 
 Section 4.03 Reports. 
 (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Targa Resources Partners
will furnish (whether through hard copy or by posting on its website) to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: 
 (1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if Targa Resources Partners
were required to file such reports; and 
 (2) all current reports that would be required to be filed with the SEC on Form 8-K
if Targa Resources Partners were required to file such reports. 
 All such reports will be prepared in all material respects
in accordance with all of the rules and regulations applicable to such reports, including Section 3-10 of Regulation S-X. Each annual report on Form 10-K will include a report on Targa Resources Partners’ consolidated financial
statements by Targa Resources Partners’ independent registered public accounting firm. In addition, Targa Resources Partners will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public
availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. 
 If, at any time Targa Resources Partners is no longer subject to the periodic reporting requirements of the Exchange Act for any reason,
Targa Resources Partners will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing; provided
that, for so long as Targa Resources Partners is not subject to the periodic reporting requirements of the Exchange Act for any reason, the time period for filing reports on Form 8-K shall be 5 Business Days after the event giving rise to the
obligation to file such report. Targa Resources Partners will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept Targa Resources Partners’ filings
for any reason, Targa Resources Partners will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if Targa Resources Partners were required to file those reports with the SEC. 

(b) For so long as any Notes remain outstanding, if at any time Targa Resources Partners is not required to file with the SEC the
reports required by Section 4.03(a), the Issuers and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act. 
  

 55 








 Section 4.04 Compliance Certificate. 
 (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee,
within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuers and Targa Resources Partners’ Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to
the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of
this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto). 

(b) So long as any of the Notes are outstanding, the Issuers and the Guarantors will deliver to the Trustee, promptly upon any
Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto. 
 Section 4.05 Taxes. 
 The Issuers shall pay, and will cause each of Targa Resources Partners’ Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate
proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 
 Section 4.06 Stay, Extension and Usury Laws. 
 The Issuers and each of the Guarantors covenant (to the
extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenants that they will
not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 
 Section 4.07 Restricted Payments. 
 (a) Targa Resources Partners shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (1) declare or pay any dividend or make any other payment or distribution on account of its outstanding Equity Interests (including any
payment in connection with any merger or consolidation involving Targa Resources Partners or any of its Restricted Subsidiaries) or to the direct or indirect holders of Targa Resources 

  

 56 








 
Partners’ or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than distributions or dividends payable in
Equity Interests, excluding Disqualified Equity, of Targa Resources Partners and other than distributions or dividends payable to Targa Resources Partners or a Restricted Subsidiary); 
 (2) purchase, redeem or otherwise acquire or retire for value (including in connection with any merger or consolidation involving Targa
Resources Partners) any Equity Interests of Targa Resources Partners, any direct or indirect parent of Targa Resources Partners or any of the Restricted Subsidiaries of Targa Resources Partners; 
 (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of
Targa Resources Partners or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding intercompany Indebtedness between or among Targa Resources Partners and any of its Restricted Subsidiaries), except a
payment of interest or principal within one month of the Stated Maturity thereof; or 
 (4) make any Restricted Investment

 (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as
“Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment, no Default (except a Reporting Default) or Event of Default has occurred and is continuing or would occur as a consequence of such
Restricted Payment and either: 
 (1) if the Fixed Charge Coverage Ratio for Targa Resources Partners’ most recently
ended four full fiscal quarters for which internal financial statements are available at the time of such Restricted Payment is not less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments
made by Targa Resources Partners and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2), (3), (4) (to the extent, in the case of clause (4), payments are made to Targa Resources Partners or a Restricted
Subsidiary), (5), (6), (7) and (8) of Section 4.07(b) hereof) during the quarter in which such Restricted Payment is made, is less than the sum, without duplication, of: 
 (A) Available Cash from Operating Surplus as of the end of the immediately preceding quarter; plus 
 (B) 100% of the aggregate net cash proceeds received by Targa Resources Partners (including the Fair Market Value of any Permitted
Business or long-term assets that are used or useful in a Permitted Business to the extent acquired in consideration of Equity Interests of Targa Resources Partners (other than Disqualified Equity)) since the date of this Indenture as a contribution
to its common equity capital or from the issue or sale of Equity Interests of Targa Resources Partners (other than Disqualified Equity) or from the issue or sale of convertible or exchangeable Disqualified Equity or convertible or exchangeable debt
securities of Targa Resources Partners that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Equity or debt securities) sold to a Subsidiary of Targa Resources Partners); plus

  

 57 








 (C) to the extent that any Restricted Investment that was made after the date of this
Indenture is sold for cash or Cash Equivalents or otherwise liquidated or repaid for cash or Cash Equivalents, the return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus 
 (D) the net reduction in Restricted Investments resulting from dividends, repayments of loans or advances, or other transfers of assets
in each case to Targa Resources Partners or any of its Restricted Subsidiaries from any Person (including Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, to the extent such amounts have not
been included in Available Cash from Operating Surplus for any period commencing on or after the date of this Indenture (items (b), (c) and (d) being referred to as “Incremental Funds”); minus 
 (E) the aggregate amount of Incremental Funds previously expended pursuant to this clause (1) and clause (2) below; or

 (2) if the Fixed Charge Coverage Ratio for Targa Resources Partners’ most recently ended four full fiscal quarters for
which internal financial statements are available at the time of such Restricted Payment is less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Targa Resources Partners and its
Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2),(3),(4) (to the extent, in the case of clause (4), payments are made to Targa Resources Partners or a Restricted Subsidiary), (5), (6), (7) and (8) of
Section 4.07(b) hereof) during the quarter in which such Restricted Payment is made (such Restricted Payments for purposes of this clause (2) meaning only distributions on common units of Targa Resources Partners, plus the related
distribution on the general partner interest), is less than the sum, without duplication, of: 
 (A) $100.0 million less
the aggregate amount of all prior Restricted Payments made by Targa Resources Partners and its Restricted Subsidiaries pursuant to this clause (2)(A) during the period since the date of this Indenture; plus 
 (B) Incremental Funds to the extent not previously expended to this clause (2) or clause (1) above. 
 (b) The provisions of Section 4.07(a) hereof shall not prohibit: 
 (1) the payment of any dividend or distribution within 60 days after the date of its declaration, if at the date of declaration the
payment would have complied with the provisions of this Indenture; 
  

 58 








 (2) the redemption, repurchase, retirement, defeasance or other acquisition of
subordinated Indebtedness of Targa Resources Partners or any Guarantor or of any Equity Interests of Targa Resources Partners or any of its Restricted Subsidiaries in exchange for, or out of the net cash proceeds of, a substantially concurrent
(a) capital contribution to Targa Resources Partners from any Person (other than a Restricted Subsidiary of Targa Resources Partners) or (b) sale (other than to a Restricted Subsidiary of Targa Resources Partners) of Equity Interests of
Targa Resources Partners, with a sale being deemed substantially concurrent if such redemption, repurchase, retirement, defeasance or other acquisition occurs not more than 120 days after such sale; provided that proceeds from sale of
Disqualified Equity may only be used to redeem, repurchase, retire, defease or otherwise acquire subordinated indebtedness or Disqualified Equity; provided further that the amount of any such net cash proceeds that are utilized for any such
redemption, repurchase, retirement, defeasance or other acquisition will be excluded (or deducted, if included) from the calculation of Available Cash from Operating Surplus and Incremental Funds; 
 (3) the defeasance, redemption, repurchase or other acquisition or retirement of any subordinated Indebtedness of Targa Resources Partners
or any Guarantor with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness; 
 (4) the payment of any distribution or dividend by a Restricted Subsidiary of Targa Resources Partners to the holders of its Equity Interests (other than Disqualified Equity) on a pro rata basis; 
 (5) so long as no Default (except a Reporting Default) has occurred and is continuing or would be caused thereby, the repurchase,
redemption or other acquisition or retirement for value of any Equity Interests of Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners held by any current or former officer, director or employee of Targa Resources
Partners or any Affiliate of Targa Resources Partners pursuant to any equity subscription agreement or plan, stock or unit option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all
such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any calendar year; provided further that such amount in any calendar year may be increased by an amount not to exceed (a) the cash
proceeds received by Targa Resources Partners or any of its Restricted Subsidiaries from the sale of Equity Interests of Targa Resources Partners to members of management or directors of Targa Resources Partners or its Affiliates that occurs after
the date of this Indenture (to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clauses (1)(B) or (2)(B) of Section 4.07(a) hereof),
plus (b) the cash proceeds of key man life insurance policies received by Targa Resources Partners or any of its Restricted Subsidiaries after the date of this Indenture; 
 (6) so long as no Default (except a Reporting Default) has occurred and is continuing or would be caused thereby, payments of dividends on
Disqualified Equity issued pursuant to Section 4.09 hereof; 
  

 59 








 (7) repurchases of Capital Stock deemed to occur upon exercise of stock options, warrants
or other convertible securities if such Capital Stock represents a portion of the exercise price of such options, warrants or other convertible securities; or 
 (8) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities
convertible into or exchangeable for Capital Stock of Targa Resources Partners. 
 (c) The amount of all Restricted
Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Targa Resources Partners or such Restricted Subsidiary, as the case may be, pursuant
to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 4.07 will be determined, in the case of amounts of no more than $50.0 million, by an Officer of the General Partner and,
in the case of amounts over $50.0 million, by the Board of Directors of the General Partner, whose resolution with respect thereto shall be delivered to the Trustee. For the purposes of determining compliance with this Section 4.07, if a
Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in the preceding clauses (1)-(8), Targa Resources Partners will be permitted to classify (or reclassify in whole or in part in its sole
discretion) such Restricted Payment in any manner that complies with this Section 4.07. 
 Section 4.08 Dividend and Other
Payment Restrictions Affecting Subsidiaries. 
 (a) Targa Resources Partners shall not, and will not permit any of
its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 
 (1) pay dividends or make any other distributions on its Equity Interests to Targa Resources Partners or any of its Restricted
Subsidiaries or to pay any indebtedness owed to Targa Resources Partners or any of its Restricted Subsidiaries; 
 (2) make
loans or advances to Targa Resources Partners or any of its Restricted Subsidiaries; or 
 (3) sell, lease or transfer any of
its properties or assets to Targa Resources Partners or any of its Restricted Subsidiaries. 
 (b) The restrictions in
Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: 
 (1) agreements
as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the
amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those
contained in those agreements on the date of this Indenture; 
  

 60 








 (2) this Indenture, the Notes and the Note Guarantees; 
 (3) applicable law, rule, regulation or order; 
 (4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Targa Resources Partners or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to
any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of
this Indenture; 
 (5) customary non-assignment provisions contracts for purchase, gathering, processing, fractionating, sale,
transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in transportation agreements or purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar
operational agreements or in licenses, leases, rights-of-way, easements or servitudes, in each case entered into in the ordinary course of business; 
 (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause
(3) of Section 4.08(a) hereof; 
 (7) any agreement for the sale or other disposition of a Restricted Subsidiary
that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; 
 (8) Permitted Refinancing
Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the
Indebtedness being refinanced; 
 (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that
limit the right of the debtor to dispose of the assets subject to such Liens; 
 (10) provisions limiting the disposition or
distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business; 
 (11) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or
restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; 
 (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and 
  

 61 








 (13) any instrument governing Indebtedness of an FERC Subsidiary, provided that such
Indebtedness was otherwise permitted by this Indenture to be incurred 
 Section 4.09 Incurrence of Indebtedness and Issuance of
Disqualified Equity. 
 (a) Targa Resources Partners shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including
Acquired Debt), and Targa Resources Partners will not issue any Disqualified Equity and will not permit any of its Restricted Subsidiaries to issue any Disqualified Equity; provided, however, that Targa Resources Partners and any Restricted
Subsidiary may incur Indebtedness (including Acquired Debt) and Targa Resources Partners and the Restricted Subsidiaries may issue Disqualified Equity, if the Fixed Charge Coverage Ratio for Targa Resources Partners’ most recently ended four
full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Equity is issued, as the case may be, would have been at least 2.0 to
1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Equity had been issued, as the case may be, at the beginning of such
four-quarter period. 
 (b) The provisions of Section 4.09(a) hereof shall not prohibit the incurrence of any of the
following items of Indebtedness (collectively, “Permitted Debt”) or the issuance of any Disqualified Equity described in clause (ii) below: 
 (1) the incurrence by Targa Resources Partners and any Restricted Subsidiary of additional Indebtedness (including letters of credit)
under Credit Facilities, provided that, after giving effect to such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (1) (with letters of credit being deemed to have a principal amount equal to the
maximum potential liability of Targa Resources Partners and its Restricted Subsidiaries thereunder) and then outstanding does not exceed the greater of (a) $1,000.0 million and (b) the sum of $750.0 million and 20% of Targa
Resources Partners’ Consolidated Net Tangible Assets; 
 (2) the incurrence by Targa Resources Partners and its
Restricted Subsidiaries of the Existing Indebtedness; 
 (3) the incurrence by Targa Resources Partners, Finance Corp. and the
Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the date of this Indenture and any Exchange Notes and the related Note Guarantees that may be issued pursuant to a Registration Rights Agreement;

 (4) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of Indebtedness represented by Capital
Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the
business of Targa Resources Partners or any of 

  

 62 








 its Restricted Subsidiaries, including all Permitted Refinancing Indebtedness incurred to renew, refund,
refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), provided that after giving effect to such incurrence the aggregate principal amount of all Indebtedness incurred pursuant to this clause (4) and
then outstanding does not exceed the greater of (a) $50.0 million and (b) 4.0% of Targa Resources Partners’ Consolidated Net Tangible Assets; 
 (5) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange
for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or
clauses (2) or (3) of this Section 4.09(b) or this clause (5); 
 (6) the incurrence by Targa Resources
Partners or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Targa Resources Partners and any of its Restricted Subsidiaries; provided, however, that: 
 (A) if Targa Resources Partners or any Guarantor is the obligor on such Indebtedness and the payee is not Targa Resources Partners or a
Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of Targa Resources Partners, or the Note Guarantee, in the case of a Guarantor, and

 (B) (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a
Person other than Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners and (2) any sale or other transfer of any such Indebtedness to a Person that is not either Targa Resources Partners or a Restricted Subsidiary of
Targa Resources Partners, will be deemed, in each case, to constitute an incurrence of such Indebtedness by Targa Resources Partners or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 
 (7) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of Hedging Obligations; 
 (8) the guarantee by Targa Resources Partners or any of its Restricted Subsidiaries of Indebtedness of Targa Resources Partners or a
Restricted Subsidiary of Targa Resources Partners that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes,
then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; 
 (9) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of obligations relating to net gas balancing positions arising in the ordinary course of business and consistent with past practice; 
  

 63 








 (10) the incurrence by Targa Resources Partners or any of its Restricted Subsidiaries of
Acquired Debt in connection with a transaction meeting either one of the financial tests set forth in clause (4) under Section 5.01(a); 
 (11) the issuance by any of Targa Resources Partners’ Restricted Subsidiaries to Targa Resources Partners or to any of its Restricted Subsidiaries of any Disqualified Equity; provided, however, that:

 (A) any subsequent issuance or transfer of Equity Interests that results in any such Disqualified Equity being held by a
Person other than Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners; and 
 (B) any sale or
other transfer of any such Disqualified Equity to a Person that is not either Targa Resources Partners or a Restricted Subsidiary of Targa Resources Partners will be deemed, in each case, to constitute an issuance of such Disqualified Equity by such
Restricted Subsidiary that was not permitted by this clause (11); and 
 (12) the incurrence by Targa Resources Partners or
any of its Restricted Subsidiaries of additional Indebtedness; provided that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (12) does not exceed the greater of
(a) $50.0 million and (b) 4.0% of Targa Resources Partners’ Consolidated Net Tangible Assets. 
 Targa
Resources Partners shall not incur, and shall not permit Finance Corp. or any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of Targa Resources
Partners, Finance Corp. or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness
of a Person shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of such Person solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis. 
 For purposes of determining compliance with this Section 4.09, if an item of proposed Indebtedness meets the criteria of more than
one of the categories of Permitted Debt described in clauses (1) through (12) above, or is entitled to be incurred pursuant to Section 4.09(a) hereof, Targa Resources Partners will be permitted to classify such item of Indebtedness on
the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and
authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. 
 The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form
of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Equity in the form of additional shares 

  

 64 








 
of the same class of Disqualified Equity will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Equity for purposes of this
Section 4.09; provided, however, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of Targa Resources Partners as accrued. Notwithstanding any other provision of this
Section 4.09, the maximum amount of Indebtedness that Targa Resources Partners or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or
currency values. 
 Section 4.10 Asset Sales. 
 Targa Resources Partners shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

 (1) Targa Resources Partners (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the
Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; 
 (2) such Fair Market Value is determined by (a) an Officer of the General Partner if the value is less than $50.0 million, as evidenced by an Officers’ Certificate delivered to the Trustee, or (b) the Board of Directors
of the General Partner if the value is $50.0 million or more, as evidenced by a resolution of such Board of Directors of the General Partners; and 
 (3) at least 75% of the aggregate consideration received by Targa Resources Partners and its Restricted Subsidiaries in the Asset Sale and all other Asset Sales since the date of this Indenture is in the form of cash
or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash: 
 (A) any
liabilities, as shown on Targa Resources Partners’ most recent consolidated balance sheet, of Targa Resources Partners or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the
Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Targa Resources Partners or such Restricted Subsidiary from further liability; and 
 (B) any securities, notes or other obligations received by Targa Resources Partners or any such Restricted Subsidiary from such
transferee that are within 90 days after the Asset Sale (subject to ordinary settlement periods), converted by Targa Resources Partners or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents
received in that conversion. 
 Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Targa Resources
Partners (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: 
 (1) to repay Senior
Indebtedness of Targa Resources Partners and/or its Restricted Subsidiaries (or to make an offer to repurchase or redeem such Indebtedness, provided that such repurchase or redemption closes within 45 days after the end of such 360-day period)
with a permanent reduction in availability for any revolving credit Indebtedness; 
  

 65 








 (2) to acquire all or substantially all of the properties or assets of, or any Capital
Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Targa Resources Partners; 
 (3) to make a capital expenditure in a Permitted Business; or 
 (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.

 Pending the final application of any Net Proceeds, Targa Resources Partners or the applicable Restricted Subsidiary may
temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. 
 Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess
Proceeds exceeds $25.0 million, within five days thereof, Targa Resources Partners will make an Asset Sale Offer, pursuant to Section 3.09, to all Holders of Notes and all holders of other Indebtedness that is pari passu with the
Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu
Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will
be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Targa Resources Partners may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, then the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis (with such
adjustments as may be deemed appropriate by the Issuers so that only Notes and such other pari passu Indebtedness will be purchased in an authorized denomination and integral multiples thereof). Upon completion of each Asset Sale Offer, the
amount of Excess Proceeds will be reset at zero. 
 In making an Asset Sale Offer Targa Resources Partners will comply with
the applicable requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this
Section 4.10, Targa Resources Partners will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such
compliance. 
 Section 4.11 Transactions with Affiliates. 
 (a) Targa Resources Partners shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell,
lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of Targa Resources Partners (individually or as a series of related transactions, an “Affiliate Transaction”), unless: 
  

 66 








 (1) the Affiliate Transaction is on terms that are no less favorable to Targa Resources
Partners or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Targa Resources Partners or such Restricted Subsidiary with an unrelated Person; and 
 (2) Targa Resources Partners delivers to the Trustee: 
 (A) with respect to any Affiliate Transaction involving aggregate consideration in excess of $25.0 million, a resolution adopted by
a majority of the disinterested members of the Board of Directors of the General Partner approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of
this Section 4.11(a); and 
 (B) with respect to any Affiliate Transaction involving aggregate consideration in excess
of $50.0 million, a written opinion as to the fairness to Targa Resources Partners or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of recognized
industry standing. 
 (b) The following items will not be deemed to be Affiliate Transactions and, therefore, shall not
be subject to the provisions of Section 4.11(a) hereof: 
 (1) any employment agreement, equity award, equity option or
equity appreciation agreement or plan or any similar arrangement entered into by Targa Resources Partners or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto; 
 (2) transactions between or among Targa Resources Partners and/or its Restricted Subsidiaries; 
 (3) transactions with a Person (other than an Unrestricted Subsidiary of Targa Resources Partners) that is an Affiliate of Targa Resources
Partners solely because Targa Resources Partners owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 
 (4) any issuance of Equity Interests (other than Disqualified Equity) of Targa Resources Partners to Affiliates of Targa Resources Partners; 
 (5) Restricted Payments or Permitted Investments that do not violate Section 4.07 hereof; 
 (6) customary compensation, indemnification and other benefits made available to officers, directors or employees of Targa Resources
Partners or any Affiliate of Targa Resources Partners, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; 
  

 67 








 (7) in the case of contracts for purchase, gathering, processing, fractionating, sale,
transportation and marketing of crude oil, natural gas, condensate and natural gas liquids, hedging agreements, and production handling, operating, construction, terminaling, storage, lease, platform use, or other operational contracts, any such
contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by Targa Resources Partners or any Restricted Subsidiary and third parties, or if neither Targa
Resources Partners nor any Restricted Subsidiary has entered into a similar contract with a third party, then the terms are no less favorable than those available from third parties on an arm’s-length basis; 
 (8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time
outstanding; and 
 (9) the existence of, or the performance by Targa Resources Partners or any Restricted Subsidiary of its
obligations under the terms of, (i) any agreements that (x) are described in the Offering Memorandum under the heading “Certain Relationships and Related Party Transactions” to which it is a party on the terms described in the
Offering Memorandum, (y) are otherwise described in Schedule 4.11 to this Indenture, or (z) form part of an Affiliate Transaction that meets the requirements of subclauses (1) and (2) of Section 4.11(a) hereof,
(ii) any amendments to such agreements and (iii) any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by Targa Resources Partners or any Restricted Subsidiary of its
obligations under, any future amendment to such agreements or under any such similar agreements shall only be permitted by this clause (9) to the extent that the terms of any such amendment or new agreement, taken as a whole, are either on
terms comparable to the agreements referred to in the preceding clause (i) or are not less favorable to the Holders in any material respect. 
 Section 4.12 Liens. 
 Targa Resources Partners will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness (including any Attributable Debt) upon any of their respective property or
assets, now owned or hereafter acquired, unless all payments due under the Notes or any Note Guarantee of such Restricted Subsidiary, as the case may be, are secured on an equal and ratable basis or on a senior basis with the obligations so secured
until such time as such obligations are no longer secured by a Lien (other than Permitted Liens). 
  

 68 








 Section 4.13 [Reserved]. 
 Section 4.14 Corporate Existence. 
 Subject to Article 5 hereof, Targa Resources Partners shall do or cause to be done all things necessary to preserve and keep in full force and effect: 
 (1) its limited partnership existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in
accordance with the respective organizational documents (as the same may be amended from time to time) of Targa Resources Partners or any such Restricted Subsidiary; and 
 (2) the rights (charter and statutory), licenses and franchises of Targa Resources Partners and its Restricted Subsidiaries; 

provided, however, that Targa Resources Partners shall not be required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Restricted Subsidiaries, if it shall determine that the preservation thereof is no longer desirable in the conduct of the business of Targa Resources Partners and its Restricted Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes. 
 Section 4.15 Offer to
Repurchase Upon Change of Control. 
 (a) Upon the occurrence of a Change of Control, Targa Resources Partners shall
make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the
aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes repurchased to, but excluding, the date of purchase, subject to the rights of Holders of Notes on the relevant record date
to receive interest due on an interest payment date that is on or prior to the purchase date (the “Change of Control Payment”). Within 30 days following any Change of Control, Targa Resources Partners will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of Control and stating: 
 (1) that the Change of
Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; 
 (2) the purchase price and the purchase date, which shall be no earlier than 20 Business Days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 
 (3) that any Note not tendered will continue to accrue interest and Liquidated Damages, if any; 
 (4) that, unless Targa Resources Partners Default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant
to the Change of Control Offer will cease to accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; 
  

 69 








 (5) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change of Control Payment Date; 
 (6) that Holders
will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 
 (7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 
 Targa Resources Partners shall comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Section 4.15, Targa Resources Partners shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by
virtue of such compliance. 
 (b) On the Change of Control Payment Date, Targa Resources Partners shall, to the extent
lawful: 
 (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

 (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of
Notes properly tendered; and 
 (3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with
an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers. 
 The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, to the extent the Notes are in global form, make such payment through the facilities of DTC), and the Trustee
will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided, that each new Note will be in a principal amount
of $1,000 or an integral multiple of $1,000. Targa Resources Partners will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 
  

 70 








 The provisions described above that require the Issuers to make a Change of Control Offer
following a Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. 
 (c) Notwithstanding anything to the contrary in this Section 4.15, Targa Resources Partners will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption
has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. 
 (d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and Targa Resources Partners purchases all of the Notes held by such
Holders, Targa Resources Partners will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem
all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest and Liquidated Damages, if
any, on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

 Section 4.16 Limitation on Sale and Leaseback Transactions. 
 Targa Resources Partners shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback
transaction; provided that Targa Resources Partners or any Restricted Subsidiary may enter into a sale and leaseback transaction if the transfer of assets in that sale and leaseback transaction is permitted by, and Targa Resources Partners or
such Restricted Subsidiary applies the proceeds of such transaction in compliance with, Section 4.10 hereof. 
 Section 4.17
Payments for Consent. 
 Targa Resources Partners shall not, and shall not permit any of its Restricted Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless
such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 
 Section 4.18 Additional Guarantees. 
 If, after the date of this Indenture, any Restricted Subsidiary of Targa Resources Partners that is not already a Guarantor guarantees any Indebtedness of either of the Issuers or any Indebtedness of any Guarantor, or
any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under any Credit Facility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit F hereto


  

 71 








 
and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be; provided,
however, that the preceding shall not apply to Subsidiaries of Targa Resources Partners that have been properly designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted
Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph as a result of its guarantee of any Indebtedness shall be automatically and unconditionally released upon the
satisfaction of the conditions set forth in Section 10.05(c). 
 Section 4.19 Designation of Restricted and Unrestricted
Subsidiaries. 
 The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Targa
Resources Partners and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under
Section 4.07 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by Targa Resources Partners; provided that any designation will only be permitted if the Investment would
be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 
 Any designation of a Subsidiary of Targa Resources Partners as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the General Partner giving
effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Targa Resources
Partners as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Targa Resources Partners will be in default of such covenant. The Board of Directors of the General Partner may at any
time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of Targa Resources Partners; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Targa Resources Partners of
any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred
at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. 
  

 72 








 Section 4.20 Termination of Covenants. 
 If at any time the Notes achieve an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default has
occurred and is then continuing under this Indenture, then upon the Issuers’ giving notice to the Trustee of such event Targa Resources Partners and its Restricted Subsidiaries will no longer be subject to the following provisions of this
Indenture: 
 (1) Section 4.10; 
 (2) Section 4.07; 
 (3) Section 4.08; 
 (4) Section 4.09; 
 (5) Section 4.11; 
 (6) Section 4.19; 
 (7) Section 5.01(a)(4); and 
 (8) Section 4.16. 
 To effect such termination, Targa Resources Partners shall deliver to the Trustee an Officers’ Certificate certifying to the satisfaction of the conditions precedent to such termination. 
 ARTICLE 5 
 SUCCESSORS

 Section 5.01 Merger, Consolidation, or Sale of Assets. 
 (a) Neither of the Issuers may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not
such Issuer is the surviving entity); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of Targa Resources Partners and its Subsidiaries, taken as a whole, in one or more
related transactions, to another Person, unless: 
 (1) either: 
 (A) such Issuer is the surviving entity; or 
 (B) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment,
transfer, lease, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not
consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as Targa Resources Partners is not a corporation; 
 (2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes
all the obligations of such Issuer under the Notes, this Indenture and each Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; 
  


 73 








 (3) immediately after such transaction, no Default or Event of Default exists;

 (4) in the case of a transaction involving Targa Resources Partners and not Finance Corp., Targa Resources Partners or
the Person formed by or surviving any such consolidation or merger (if other than Targa Resources Partners), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, will, either: 
 (A) be, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period, permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or 
 (B) have a Fixed Charge Coverage Ratio, on the date of such transaction and after giving pro forma effect thereto and any related
financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, not less than the Fixed Charge Coverage Ratio of Targa Resources Partners immediately prior to such transaction; and 
 (5) such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or disposition and such supplemental indenture (if any) comply with this Indenture and all conditions precedent therein relating to such transaction have been satisfied; 
 provided that clause (4) shall not apply to any sale of assets of a Restricted Subsidiary to Targa Resources Partners or another Restricted Subsidiary or the
merger or consolidation of a Restricted Subsidiary into any Restricted Subsidiary or Targa Resources Partners. 
 (b) Notwithstanding Section 5.01(a), Targa Resources Partners is permitted to reorganize as any other form of entity in accordance with the procedures established in this Indenture; provided that: 
 (1) the reorganization involves the conversion (by merger, sale, legal conversion, contribution or exchange of assets or otherwise) of
Targa Resources Partners into a form of entity other than a limited partnership formed under Delaware law; 
 (2) the entity
so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; 
  


 74 








 (3) the entity so formed by or resulting from such reorganization assumes all the
obligations of Targa Resources Partners under the Notes, this Indenture and each Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; 
 (4) immediately after such reorganization no Default or Event of Default exists; and 
 (5) such reorganization is not materially adverse to the Holders of the Notes (for purposes of this clause (5) it is stipulated that
such reorganization shall not be considered materially adverse to the Holders of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered
to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b)(i) of the Internal Revenue Code of 1986, as amended, or any similar state or local law). 
 (c) A Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or
merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than Targa Resources Partners or another Guarantor, except as permitted by Sections 10.04 and 10.05 hereof. 
 Section 5.02 Successor Person Substituted. 
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of Targa Resources Partners in a transaction that is
subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which Targa Resources Partners is merged or to which such sale, assignment, transfer, lease, conveyance
or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to
the “Targa Resources Partners” shall refer instead to the successor Person and not to Targa Resources Partners), and may exercise every right and power of Targa Resources Partners under this Indenture with the same effect as if such
successor Person had been named as Targa Resources Partners herein. 
 ARTICLE 6 
 DEFAULTS AND REMEDIES 
 Section 6.01 Events of Default. 
 Each of the following is an “Event of Default”: 

(1) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes;

 (2) default in the payment when due (at stated maturity, upon redemption or otherwise) of the principal of, or
premium, if any, on, the Notes; 
  

 75 








 (3) failure by the Issuers or the Guarantors to make a Change of Control Offer or an
Asset Sale Offer within the time periods set forth, or to consummate a purchase of Notes when required pursuant to the terms described in Sections 4.15 or 4.10 or comply with the provisions of Section 5.01 hereof; 
 (4) failure by Targa Resources Partners for 90 days after notice to comply with the provisions of Section 4.03 hereof;

 (5) failure by the Issuers or the Guarantors for 60 days after written notice to comply with any of the other
agreements in this Indenture; 
 (6) default under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any Indebtedness for money borrowed by Targa Resources Partners or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Targa Resources Partners or any of its Restricted
Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default: 
 (A) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment
Default”); or 
 (B) results in the acceleration of such Indebtedness prior to its express maturity, 
 and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has
been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of 3.0% of Targa Resources Partners’ Consolidated Net Tangible Assets; provided, however, that if, prior to any acceleration of the Notes,
(i) any such Payment Default is cured or waived, (ii) any such acceleration of such Indebtedness is rescinded, or (iii) such Indebtedness is repaid during the 30 day period commencing upon the end of any applicable grace period
for such Payment Default or the occurrence of such acceleration of such Indebtedness, as applicable, any Default or Event of Default (but not any acceleration) caused by such Payment Default or acceleration of such Indebtedness shall automatically
be rescinded, so long as such rescission does not conflict with any judgment, decree or applicable law; 
 (7) failure by
an Issuer or any of Targa Resources Partners’ Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of 3.0% of Targa Resources Partners’ Consolidated Net Tangible
Assets, which judgments are not paid, discharged or stayed for a period of 60 days; 
 (8) an Issuer or any of Targa
Resources Partners’ Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning
of Bankruptcy Law: 
 (A) commences a voluntary case, 
  

 76 








 (B) consents to the entry of an order for relief against it in an involuntary case,

 (C) consents to the appointment of a custodian of it or for all or substantially all of its property, 
 (D) makes a general assignment for the benefit of its creditors, or 
 (E) generally is not paying its debts as they become due; 
 (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (A) is for relief against an Issuer or any of Targa Resources Partners’ Restricted Subsidiaries that is a Significant Subsidiary or
any group of Restricted Subsidiaries of the Targa Resources Partners that, taken together, would constitute a Significant Subsidiary in an involuntary case; 
 (B) appoints a custodian of an Issuer or any of Targa Resources Partners’ Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of an Issuer or any of Targa Resources Partners’ Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary; or 
 (C) orders the liquidation of an Issuer or any of Targa Resources Partners’ Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary; 
 and the order or
decree remains unstayed and in effect for 60 consecutive days; and 
 (10) except as permitted by this Indenture, any
Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its Obligations under
its Note Guarantee. 
 Section 6.02 Acceleration. 
 In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof, with respect to Finance Corp.,
Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary,
all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding
Notes may declare, by notice in writing to the Issuers, all the Notes to be due and payable immediately. 
  

 77 








 Upon any such declaration, the Notes shall become due and payable immediately.

 The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on
behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest or premium or
Liquidated Damages, if any, on, or the principal of, the Notes. 
 Section 6.03 Other Remedies. 
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium
and Liquidated Damages, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 
 Section 6.04 Waiver of Past Defaults. 
 Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default
and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Liquidated Damages, if any, or interest on, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon. 
 Section 6.05 Control by Majority. 
 Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 
  

 78 








 Section 6.06 Limitation on Suits. 
 A Holder may pursue a remedy with respect to this Indenture or the Notes only if: 
 (1) such Holder gives to the Trustee written notice that an Event of Default is continuing; 
 (2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue
the remedy; 
 (3) such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity reasonably
satisfactory to the Trustee against any loss, liability or expense; 
 (4) the Trustee does not comply with the request within
60 days after receipt of the request and the offer of security or indemnity; and 
 (5) during such 60-day period,
Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request. 
 A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 
 Section 6.07 Rights of Holders of Notes to Receive Payment. 
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and
Liquidated Damages, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.08 Collection Suit by
Trustee. 
 If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium and Liquidated Damages, if any, and interest remaining unpaid on, the Notes and interest
on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel. 
 Section 6.09 Trustee May File Proofs of Claim. 
 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings 

  

 79 








 
relative to the Issuers (or any other obligor upon the Notes), their creditors or their property and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of
the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 Section 6.10 Priorities. 
 If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order: 
 First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee
and the costs and expenses of collection; 
 Second: to Holders of Notes for amounts due and unpaid on the Notes for
principal, premium and Liquidated Damages, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Liquidated Damages, if any, and interest,
respectively; and 
 Third: to the Issuers or to such party as a court of competent jurisdiction shall direct.

 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

 Section 6.11 Undertaking for Costs. 
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes. 
  

 80 








 Section 6.12 Willful Action or Inaction. 
 In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of an Issuer
with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes on or after July 1, 2012 pursuant to Section 3.07, an equivalent premium will also become and
be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to July 1, 2012 by reason of any willful action or inaction taken or not taken by or on behalf of an Issuer
with the intention of avoiding the prohibition on redemption of the Notes prior to that date, then the applicable redemption price pursuant to Section 3.07 with respect to the first year that the Notes may be redeemed at the Issuers’
option (other than with the net cash proceeds of an Equity Offering or on a make-whole basis) will also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. 
 ARTICLE 7 
 TRUSTEE 

Section 7.01 Duties of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (1) the duties of the Trustee will be determined
solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the
Trustee; and 
 (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from
liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
 (1)
this paragraph does not limit the effect of paragraph (b) of this Section 7.01; 
 (2) the Trustee will not be
liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; 
  

 81 








 (3) the Trustee will not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof; and 
 (4) The Trustee may
refuse to perform any duty or exercise any right or power that would require it to expend its own funds or risk any liability if it shall reasonably believe that repayment of such funds or adequate indemnity against such risk is not reasonably
assured to it. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01. 
 (e) The Trustee will not be
liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 Section 7.02 Rights of Trustee. 
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the
document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an
Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent
appointed with due care. 
 (d) The Trustee will not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of each of the Issuers. 
 (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction. 
  

 82 








 Section 7.03 Individual Rights of Trustee. 
 The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or
any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA) after a Default has occurred and is continuing it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to
Sections 7.10 and 7.11 hereof. 
 Section 7.04 Trustee’s Disclaimer. 
 The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it
shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it will not be responsible for the use or application of
any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication. 
 Section 7.05 Notice of Defaults. 
 If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a
notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium or Liquidated Damages, if any, or interest on, any Note, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 
 Section 7.06 Reports by Trustee to Holders of the Notes. 
 (a) Within
60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date
that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The
Trustee will also transmit by mail all reports as required by TIA § 313(c). 
 (b) A copy of each report at the time
of its mailing to the Holders of Notes will be mailed by the Trustee to the Issuers and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Issuers will promptly notify
the Trustee when the Notes are listed on any stock exchange. 
 Section 7.07 Compensation and Indemnity. 
 (a) The Issuers will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services
hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. 
  

 83 








 The Issuers will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 (b) The Issuers and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it
arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and
defending itself against any claim (whether asserted by the Issuers, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such
loss, liability or expense may be attributable to its negligence or bad faith. The Trustee will notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers will not relieve the Issuers or
any of the Guarantors of their obligations hereunder except to the extent that the Issuers are materially prejudiced by such failure to promptly provide notice. The Issuers or such Guarantor will defend the claim and the Trustee will cooperate in
the defense. The Trustee may have separate counsel and the Issuers will pay the reasonable fees and expenses of such counsel. Neither the Issuers nor any Guarantor need pay for any settlement made without its consent, which consent will not be
unreasonably withheld. 
 (c) The obligations of the Issuers and the Guarantors under this Section 7.07 will survive
the satisfaction and discharge of this Indenture. 
 (d) To secure the Issuers’ and the Guarantors’ payment
obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, premium, if any, Liquidated Damages, if any, and interest
on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. 
 (e) When the Trustee
incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under any Bankruptcy Law. 
 (f) The Trustee will comply with the provisions of TIA
§ 313(b)(2) to the extent applicable. 
 Section 7.08 Replacement of Trustee. 
 (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 7.08. 
 (b) The Trustee may resign in writing at
any time and be discharged from the trust hereby created by so notifying the Issuers; and any such notice shall set forth the effective date of the Trustee’s resignation. The Holders of a majority in aggregate principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if: 
 (1) the Trustee fails to satisfy the requirements of Section 7.10 hereof; 
  

 84 








 (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law; 
 (3) a custodian or public officer takes charge of the Trustee or its
property; or 
 (4) the Trustee becomes incapable of acting. 
 (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers will promptly
appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed
by the Issuers. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Issuers, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to satisfy the
requirements of Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 (f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon,
the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to
Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee. 
 Section 7.09 Successor Trustee by Merger, etc. 
 If the Trustee consolidates, merges or converts into, or sells or otherwise transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act
will be the successor Trustee. 
  

 85 








 Section 7.10 Eligibility; Disqualification. 
 There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition. 
 This Indenture will always have a Trustee who
satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 
 Section 7.11
Preferential Collection of Claims Against the Issuers. 
 The Trustee is subject to TIA § 311(a), excluding any
creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 
 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 
 The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding
Notes and Note Guarantees upon compliance with the conditions set forth below in this Article 8. 
 Section 8.02 Legal
Defeasance and Discharge. 
 Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to
this Section 8.02, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes
(including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Guarantors will be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this
Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute
proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: 
 (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on, such Notes when such payments are due from the trust
referred to in Section 8.04 hereof; 
 (2) the Issuers’ obligations with respect to the Notes concerning issuing
temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 
  

 86 








 (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuers’ and the Guarantors’ obligations in connection therewith; and 
 (4) this Article 8. 
 Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 hereof. 
 Section 8.03 Covenant Defeasance. 
 Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and each of
the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 3.09, 4.03, 4.04 (except for paragraph
(a) thereof to the extent required by the TIA), 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes, and the Guarantors will be
released from their obligations with respect to the Note Guarantees, on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be
deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes
and Note Guarantees, the Issuers and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(7) inclusive and Section 6.01(10) will not constitute Events of Default. 
 Section 8.04 Conditions to Legal or Covenant Defeasance. 
 In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 
 (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars,
non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized 

  

 87 








 
investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any,
on the outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether the Notes are being defeased to such stated date for payment or to a particular Redemption
Date; 
 (2) in the case of an election under Section 8.02 hereof, the Issuers must deliver to the Trustee an Opinion of
Counsel reasonably acceptable to the Trustee confirming that: 
 (A) the Issuers have received from, or there has been
published by, the Internal Revenue Service a ruling; or 
 (B) since the date of this Indenture, there has been a change in
the applicable federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the
Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred; 
 (3) in the case of an election under Section 8.03
hereof, the Issuers must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of
such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit); 
 (5) such Legal Defeasance or Covenant
Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Targa Resources Partners or any of its Subsidiaries is a party or by which Targa
Resources Partners or any of its Subsidiaries is bound; 
 (6) the Issuers must deliver to the Trustee an Officers’
Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers
or others; and 
 (7) the Issuers must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
  

 88 








 Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous
Provisions. 
 Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in
trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to the
Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 

The Issuers will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes. 
 Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the
Issuers from time to time upon the request of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
 Section 8.06 Repayment to the Issuers. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of,
premium or Liquidated Damages, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium or Liquidated Damages, if any, or interest has become due and payable shall be paid to the Issuers on their request
or (if then held by the Issuers) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Issuers as trustee thereof, will thereupon cease; provided, however, that, if any Notes then outstanding are in definitive form, the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Issuers cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less
than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers. 
  

 89 








 Section 8.07 Reinstatement. 
 If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ and the Guarantors’
obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply
all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuers make any payment of principal of, premium or Liquidated Damages, if any, or interest on, any Note following the
reinstatement of its obligations, the Issuers will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND WAIVER 
 Section 9.01 Without Consent of Holders of Notes. 
 Notwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or
the Notes or the Note Guarantees without the consent of any Holder of Notes: 
 (1) to cure any ambiguity, defect or
inconsistency; 
 (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; 
 (3) to provide for the assumption of the Issuers’ or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees
in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantors’ properties or assets, as applicable; 
 (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights hereunder of any such Holder; 
 (5) to comply with requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA; 
 (6) to conform the text of this Indenture or the Note Guarantees to any
provision of the “Description of Notes” section of the Issuers’ Offering Memorandum to the extent that such text of this Indenture or the Note Guarantees was intended to reflect such provision of the “Description of Notes”;

 (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of
the date hereof; 
  

 90 








 (8) to allow any Guarantor to execute a supplemental indenture and/or a notation of Note
Guarantee with respect to the Notes or to reflect the addition or release of a Note Guarantee in accordance with this Indenture; 
 (9) to secure the Notes and/or the Note Guarantees; or 
 (10) to provide for the reorganization of Targa Resources
Partners as any other form of entity, in accordance with Section 5.01(b). 
 Upon the request of the Issuers accompanied
by resolutions of their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee will join with the Issuers and
the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not
be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 
 Section 9.02 With Consent of Holders of Notes. 
 Except as provided below in this
Section 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority
in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for,
or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. 
 Upon the request of the Issuers accompanied by resolutions of their Boards of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the
Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture
or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. 
 It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves
the substance thereof. 
  

 91 








 After an amendment, supplement or waiver under this Section 9.02 becomes effective,
the Issuers will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, will not, however, in any way impair or affect the
validity of any such amended or supplemental indenture or waiver. 
 However, without the consent of each Holder affected, an
amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2)
reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption or repurchase of the Notes (other than provisions relating to Sections 3.09, 4.10 or 4.15 hereof); 
 (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; 
 (4) waive a Default or Event of Default in the payment of principal of, or interest or premium or Liquidated Damages, if any, on the Notes
(except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); 
 (5) make any Note payable in money other than that stated in the Notes; 
 (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders
of Notes to receive payments of, principal of, or interest or premium or Liquidated Damages, if any, on, the Notes (other than as permitted by clause (7) below); 
 (7) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 4.10 or 4.15
hereof); 
 (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in
accordance with the terms of this Indenture; or 
 (9) make any change in the preceding amendment, supplement and waiver
provisions. 
 Section 9.03 Compliance with Trust Indenture Act. 
 Every amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with
the TIA as then in effect. 
  

 92 








 Section 9.04 Revocation and Effect of Consents. 
 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of
a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of
a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its
terms and thereafter binds every Holder; except as provided in the last paragraph of Section 9.02. 
 Section 9.05 Notation on
or Exchange of Notes. 
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of a Company Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or
waiver. 
 Section 9.06 Trustee to Sign Amendments, etc. 
 The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does
not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuers may not sign an amended or supplemental indenture until the Boards of Directors of each of the Issuers approves it. In executing any amended or
supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and
an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. In the case of any amendment or supplement pursuant to Section 9.01(6) hereof, such Officers’
Certificate shall include a certification that the conforming change being made to this Indenture reflects the intent of the Issuers and the Initial Purchasers. 
 ARTICLE 10 
 NOTE GUARANTEES 
 Section 10.01 Guarantee. 
 (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and
assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: 
 (1) the principal of, premium and Liquidated Damages, if any, and interest on, the Notes will be promptly paid in full when due, whether at stated maturity, 

  

 93 








 by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the
Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 
 (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 
 Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection. 
 (b) The Guarantors hereby agree that their
obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any
provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and
covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 
 (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the
Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. 
 (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of
the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. 
  

 94 








 Section 10.02 Limitation on Guarantor Liability. 
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to
any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 
 Section 10.03 Execution and Delivery of Note Guarantee. 
 To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee
substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its
Officers. 
 Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in full
force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 
 If an Officer whose
signature is on this Indenture or on the notation of Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a notation of Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

 The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the
Note Guarantee set forth in this Indenture on behalf of the Guarantors. 
 In the event that the Issuers or any of Targa
Resources Partners’ Restricted Subsidiaries creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.18 hereof, the Issuers will cause such Domestic Subsidiary to comply with the provisions of
Section 4.18 hereof and this Article 10, to the extent applicable. 
 Section 10.04 Guarantors May Consolidate, etc., on
Certain Terms. 
 Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of
all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than Targa Resources Partners or another Guarantor, unless: 

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and 
  

 95 








 (2) either: 
 (A) subject to Section 10.05 hereof, the Person acquiring the properties or assets in any such sale or other disposition or the
Person formed by or surviving any such consolidation or merger (other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and each Registration Rights Agreement on the terms set
forth herein or therein, pursuant to a supplemental indenture substantially in the form of Exhibit F hereto; or 
 (B)
the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. 
 In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee, of such obligations, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to
be signed any or all of the notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued will in all
respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the
execution hereof. 
 Section 10.05 Releases. 
 (a) In the event of any sale or other disposition of all or substantially all of the properties or assets of any Guarantor, by way of
merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) Targa Resources Partners or a
Restricted Subsidiary of Targa Resources Partners, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the Person acquiring the properties
or assets (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents
reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. 
  

 96 








 (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance
with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. 
 (c) At such time as any Guarantor ceases to guarantee any other Indebtedness of an Issuer or another Guarantor, provided that, if it is also a Domestic Subsidiary, it is no longer an obligor with respect to any Indebtedness under any
Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. 
 (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in
accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. 
 Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and
for the other obligations of any Guarantor under this Indenture as provided in this Article 10. 
 ARTICLE 11 
 SATISFACTION AND DISCHARGE 
 Section 11.01 Satisfaction and Discharge. 
 This Indenture will be discharged and will cease to be of
further effect as to all Notes issued hereunder (except as to surviving rights of registration, transfer or exchange of the Notes and as otherwise specified in this Indenture), when: 
 (1) either: 
 (A) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuers, have been
delivered to the Trustee for cancellation; or 
 (B) all Notes that have not been delivered to the Trustee for cancellation
have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration
of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of fixed maturity or
redemption; 
  

 97 








 (2) no Default or Event of Default has occurred and is continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Targa
Resources Partners or any Guarantor is a party or by which Targa Resources Partners or any Guarantor is bound; 
 (3) the
Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and 
 (4) the Issuers
have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the Redemption Date, as the case may be. 
 In addition, the Issuers must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and discharge of this
Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01
will be deemed to discharge those provisions of Section 7.07 hereof that, by their terms, survive the satisfaction and discharge of this Indenture. 
 Section 11.02 Application of Trust Money. 
 Subject to the provisions of
Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including either Issuer acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Liquidated Damages, if any) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 
 If
the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof,
provided that if the Issuers have made any payment of principal of, premium or Liquidated Damages, if any, or interest on, any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 
  

 98 








 ARTICLE 12 
 MISCELLANEOUS 
 Section 12.01 Trust Indenture Act Controls. 
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c) in relation to
indentures qualified under the TIA, the imposed duties will control, irrespective of whether or not this Indenture is qualified under the TIA. 
 Section 12.02 Notices. 
 Any notice or communication by the Issuers, any Guarantor or the Trustee to the
others is duly given if in writing in the English language and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the
others’ address: 
 If to the Issuers and/or any Guarantor: 
 Targa Resources Partners LP 
 Targa Resources
Finance Corp. 
 1000 Louisiana, Suite 4300 
 Houston, Texas 77002 
 Facsimile No.: (713) 584-1110 
 Attention: Treasurer 
 With a copy to each
of: 
 Targa Resources Partners LP 
 Targa Resources Finance Corp. 
 1000 Louisiana, Suite 4300 
 Houston, Texas 77002 
 Facsimile No.:
(713) 584-1110 
 Attention: General Counsel 
 and 
 Vinson & Elkins L.L.P. 
 1001 Fannin, Suite 2500 
 Houston, Texas
77002 
 Facsimile No.: (713) 615-5883 
 Attention: Christopher S. Collins 
  

 99 








 If to the Trustee: 
 U.S. Bank National Association 
 5555 San Felipe, Suite 1150 
 Houston, Texas 77056 
 Facsimile No.:
(713) 235-9213 
 Attention: Corporate Trust Services 
 The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices
or communications. 
 All notices and communications (other than those sent to Holders) will be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery
to the courier, if sent by overnight air courier guaranteeing next day delivery. 
 Any notice or communication to a Holder
will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so
mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the
addressee receives it. 
 If the Issuers mail a notice or communication to Holders, they will mail a copy to the Trustee and
each Agent at the same time. 
 Section 12.03 Communication by Holders of Notes with Other Holders of Notes. 
 Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.
The Issuers, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
  

 100 








 Section 12.04 Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall furnish to the
Trustee: 
 (1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include
the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
 Section 12.05 Statements Required in Certificate or Opinion. 
 Each certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include: 
 (1) a statement that the person making such certificate or opinion has read such covenant or condition; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
 (3) a statement that, in the opinion of such person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 
 (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been satisfied. 
 Section 12.06 Rules by Trustee and Agents. 
 The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders. 
 Neither the General Partner nor any past, present or future director, officer, partner, member, employee, incorporator, manager or unit
holder or other owner of Equity Interest of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of 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 and the Note Guarantees.

  

 101 








 Section 12.08 Governing Law. 
 THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES. 
 Section 12.09 No Adverse Interpretation of Other Agreements. 
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of Targa Resources Partners or its Subsidiaries or
of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 12.10
Successors. 
 All agreements of the Issuers in this Indenture and the Notes will bind their successors. All agreements
of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof. 
 Section 12.11 Severability. 
 In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

 Section 12.12 Counterpart Originals. 
 The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the
same agreement. 
 Section 12.13 Table of Contents, Headings, etc. 
 The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof. 
 [Signatures on following page] 
  

 102 








 SIGNATURES 
 Dated as of the date first written above. 
  

					
	ISSUERS:
	
	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
	
	GUARANTORS:
	
	TARGA RESOURCES OPERATING GP LLC
		
	By:	 	/s/ Matthew J. Meloy
		 	Name:	 	Matthew J. Meloy
		 	Title:	 	Vice President – Finance and Treasurer
	
	TARGA RESOURCES OPERATING LP 
		
	By:	 	 Targa Resources Operating GP LLC,
 Its
General Partner

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


  

 103 









					
	TARGA NORTH TEXAS GP LLC 
		
	By:	 	/s/ Matthew J. Meloy
		 	Name:	 	Matthew J. Meloy
		 	Title:	 	Vice President – Finance and Treasurer
	
	TARGA NORTH TEXAS LP 
		
	By:	 	 Targa North Texas GP LLC,
 Its General
Partner

		
	By:	 	/s/ Matthew J. Meloy
		 	Name:	 	Matthew J. Meloy
		 	Title:	 	Vice President – Finance and Treasurer
	
	TARGA INTRASTATE PIPELINE LLC 
		
	By:	 	/s/ Matthew J. Meloy
		 	Name:	 	Matthew J. Meloy
		 	Title:	 	Vice President – Finance and Treasurer
	
	TARGA RESOURCES TEXAS GP LLC 
		
	By:	 	/s/ Matthew J. Meloy
		 	Name:	 	Matthew J. Meloy
		 	Title:	 	Vice President – Finance and Treasurer
	
	TARGA TEXAS FIELD SERVICES LP 
		
	By:	 	 Targa Resources Texas GP LLC,
 Its General
Partner

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


  

 104 









					
	
	TARGA LOUISIANA FIELD SERVICES LLC 
		
	By:	 	/s/ Matthew J. Meloy
		 	Name:	 	Matthew J. Meloy
		 	Title:	 	Vice President – Finance and Treasurer
	
	TARGA LOUISIANA INTRASTATE LLC 
		
	By:	 	/s/ Matthew J. Meloy
		 	Name:	 	Matthew J. Meloy
		 	Title:	 	Vice President – Finance and Treasurer
	
	TRUSTEE:
	
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/s/ Steven A. Finklea
		 	Name:	 	Steven A. Finklea
		 	Title:	 	Vice President


  

 105 








 EXHIBIT A 
 [Face of Note] 
 CUSIP [87612B AA0] 1 
 8 1/4% Senior Notes due 2016 
  

			
	 No.                 
	 	$                 

 TARGA RESOURCES PARTNERS LP 
 and 
 TARGA RESOURCES PARTNERS FINANCE CORPORATION 
 promise to pay to                     , or registered
assigns, the principal sum of                  DOLLARS [or such other amount as may be indicated on the attached Schedule of Exchanges of Interests in the
Global Note] 2, on July 1, 2016. 
 Interest Payment Dates: January 1 and July 1 
 Record Dates: December 15 and June 15 
 Dated:
                    , 20     
  

			
	TARGA RESOURCES PARTNERS LP
		
	By:	 	 Targa Resources GP LLC,
 Its General
Partner

		
	By:	 	 
		 	Name:
		 	Title:
	
	TARGA RESOURCES PARTNERS FINANCE CORPORATION
		
	By:	 	 
		 	Name:
		 	Title:


  

	1	The CUSIP No. is U87571 AA0 for the Regulation S Notes and 87612B AB8 for the Unrestricted Notes. 

  

	2	For Global Notes only. 

  

 A-1 









			
	 This is one of the Notes referred to
 in the
within-mentioned Indenture:

	
	 U.S. BANK NATIONAL ASSOCIATION,
 as Trustee


		
	By:	 	 
		 	Authorized Signatory

  

 A-2 








 [Back of Note] 
 8 1/4% Senior Notes due 2016 
 [Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
 (1) Interest. Targa Resources Partners LP, a Delaware limited partnership ( “Targa
Resources Partners” ), and Targa Resources Partners Finance Corporation, a Delaware corporation ( “Finance Corporation” and, together with Targa Resources Partners, the “Issuers” ), promise to pay interest
on the principal amount of this Note at 8 1/4% per annum from June 18, 2008 until maturity and shall pay the Liquidated
Damages, if any, payable pursuant to Section 4 of the Registration Rights Agreement referred to below. The Issuers will pay interest and Liquidated Damages, if any, semi-annually in arrears on January 1 and July 1 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date” ). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be January 1, 2009. The Issuers will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages, if any (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve
30-day months. 
 (2) Method of Payment. The Issuers will pay interest on the Notes (except defaulted interest) and Liquidated
Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the December 15 or June 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to de-faulted interest. Holders of Definitive Notes must surrender their Notes to the Paying Agent to collect payments of principal and premium, if
any, due at maturity. The Notes will be payable as to principal, premium, if any, and Liquidated Damages, if any, and interest at the office or agency of the Issuers maintained for such purpose in New York, New York, or, at the option of the
Issuers, payment of interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Liquidated Damages, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuers or the Paying Agent. 

 

 A-3 








 Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts. 
 (3) Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. Targa Resources Partners or any of its Subsidiaries may act in any such capacity. 
 (4) Indenture. The Issuers issued the Notes under an Indenture dated as of June 18, 2008 (the “Indenture” ) among the
Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be con-trolling. The Notes are unsecured obligations of the
Issuers. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. 
 (5) Optional
Redemption. 
 (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5 or in Paragraph 7(a),
the Issuers will not have the option to redeem the Notes prior to July 1, 2012. On or after July 1, 2012, the Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable Redemption Date, if redeemed during the twelve-month period beginning on
July 1 of each year indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on an Interest Payment Date that is on or prior to the Redemption Date: 
  

				
	 Year
	  	Percentage	 
	 2012
	  	104.125	%
	 2013
	  	102.063	%
	 2014 and thereafter
	  	100.000	%

 (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any
time prior to July 1, 2011, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture upon not less than 30 nor more than
60 days’ notice, at a redemption price of 108.25% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to
receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), with the net cash proceeds of one or more Equity Offerings by Targa Resources Partners; provided that at least 65% of the aggregate principal amount
of Notes (including any Additional Notes) issued under the Indenture (excluding Notes held by Targa Resources Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and the redemption occurs within
90 days of the date of the closing of such Equity Offering. 
  

 A-4 








 (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time
prior to July 1, 2012, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is prior to the
Redemption Date. 
 For purposes of subparagraph (c) of this Paragraph 5, “Applicable Premium” means, with respect
to any Note on any Redemption Date, the greater of (1) 1.0% of the principal amount of the Note or (2) the excess of: (a) the present value at such Redemption Date of (i) the redemption price of the Note at July 1, 2012
(such redemption price being set forth in the table appearing in subparagraph (a)) plus (ii) all required interest payments due on the Note through July 1, 2012 (excluding accrued but unpaid interest to the Redemption Date), computed using
a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of the Note, if greater. In addition, for purposes of subparagraph (c) of this Paragraph 5, “Treasury
Rate” means, as of any Redemption Date, the yield to maturity as of the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15
(519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period
from the Redemption Date to July 1, 2012; provided, however, that if such period is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, Targa Resources Partners shall obtain
the Treasury Rate by linear interpolation (calculated to the nearest one twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the Redemption Date to
July 1, 2012, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 
 (d) Unless the Issuers default in the payment of the redemption price, interest and Liquidated Damages, if any, will cease to accrue on the Notes or
portions thereof called for redemption on the applicable Redemption Date. 
 (6) Mandatory Redemption. 
 Except as set forth below, the Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes or to repurchase
the Notes at the option of the Holders. 
 (7) Repurchase at the Option of Holder. 
 (a) If there is a Change of Control, the Issuers will be required to make an offer (a “Change of Control Offer” ) to each Holder to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if
any, to the date of purchase, subject to the rights of Holders on the relevant record 

  

 A-5 








 
date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment” ). Within 30 days following any
Change of Control, the Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. In the event that Holders of not less than 90% of the aggregate principal amount of the
outstanding Notes accept a Change of Control Offer and Targa Resources Partners purchases all of the Notes held by such Holders, Targa Resources Partners will have the right, upon not less than 30 nor more than 60 days’ prior notice, given
not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus,
to the extent not included in the Change of Control Payment, accrued and unpaid interest and Liquidated Damages, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to the right of Holders on the relevant
record date to receive interest due on an interest payment date that is on or prior to the redemption date). 
 (b) If the Issuers or a
Restricted Subsidiary of Targa Resources Partners consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, Targa Resources Partners will commence an offer to all Holders
of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an
“Asset Sale Offer” ) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Targa Resources Partners (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, then the Notes and such other pari passu Indebtedness
shall be purchased on a pro rata basis. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer may elect to have such Notes purchased by completing the form entitled “Option of Holder
to Elect Purchase” attached to the Notes. 
 (8) Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a
Holder are to be redeemed. 
 (9) Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
de-nominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and 

  

 A-6 








 
fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period
between a record date and the corresponding Interest Payment Date. 
 (10) Persons Deemed Owners. The registered Holder of a Note may
be treated as its owner for all purposes. 
 (11) Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or
the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing
Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including
Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Issuers’ or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale
of all or substantially all of the Issuers’ or such Guarantor’s properties or assets, as applicable, to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Note Guarantees to any
provision of the “Description of Notes” section of the Issuers’ Offering Memorandum to the extent that such text of the Indenture or the Notes Guarantees was intended to reflect such provision of the “Description of Notes”,
to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture, to allow any Guarantor to execute a supplemental indenture, to secure the Notes and/or the Note
Guarantees, or to provide for the reorganization of Targa Resources Partners as any other form of entity, in accordance with Section 5.01 of the Indenture. 
 (12) Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to the Notes; (ii) default in
the payment when due (at stated maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes; (iii) failure by Targa Resources Partners or any of its Restricted Subsidiaries to timely consummate repurchase
offers under Section 4.10 or 4.15 of the Indenture or to comply with Section 5.01 of the Indenture; (iv) failure by Targa Resources Partners for 90 days after notice to comply with Section 4.03 of the Indenture;
(v) failure by Targa Resources or any of its Restricted Subsidiaries for 60 days after written notice to comply with any of the other agreements in the Indenture; (vi) default under certain other agreements relating to Indebtedness of
Targa Resources Partners or any of its Restricted Subsidiaries, which default results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments for the payment of money that remain undischarged for a
period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Issuers or any of Targa Resources Partners’ Restricted Subsidiaries that is a Significant Subsidiary or any group of 

  

 A-7 








 
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (ix) except as permitted by the Indenture, any Note
Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s
Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Finance Corporation, Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners that is a Significant
Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders
may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal,
interest or premium or Liquidated Damages, if any. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any
existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes. The Issuers and
the Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers and the Guarantors are required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default. 
 (13) Trustee Dealings with the Issuers. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the Trustee. 
 (14) No Recourse Against Others. Neither the General Partner nor any director, officer, partner, member, employee, incorporator, manager or unit
holder or other owner of Equity Interest of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes and the Note Guarantees.

 (15) Authentication. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating
agent. 
 (16) Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants
in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
  

 A-8 








 (17) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In
addition to the rights provided to Holders of Notes under the Indenture, if on the 366th day after the date of the Indenture, the Notes are not Freely Tradable (as defined in the Registration Rights Agreement (as defined below)), Holders of
Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of June 18, 2008, among the Issuers, the Guarantors and the Initial Purchasers or, in the case of
Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Issuers, the Guarantors and the other parties thereto, relating to
rights given by the Issuers and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”). 
 (18) CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes, and the Trustee may
use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the
other identification numbers placed thereon. 
 (19) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES. 
 The Issuers will furnish to any Holder upon written request and without charge
a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: 
 Targa Resources Partners LP 
 Targa Resources Partners Finance Corporation 
 1000 Louisiana, Suite 4300 
 Houston, Texas 77002 
 Facsimile No.: (713) 584-1110 
 Attention: Vice President-Finance 
  

 A-9 








 Assignment Form 
 To assign this Note, fill in the form below: 
 (I) or (we) assign and transfer this Note to: (Insert assignee’s legal name)

  
  
  
  
 (Insert assignee’s soc. sec. or tax I.D. no.) 
  
  
 (Print or type assignee’s name, address and
zip code) 
  

			
	and irrevocably appoint 	  	 

 to transfer this Note on the books of the Issuers. The agent substitute another to act for him. 
  

			
	Date: 	 	 

  

			
	Your Signature: 	 	 
	(Sign exactly as your name appears on the face of this Note)


  

			
	 Signature Guarantee*: 
	 	 

  
  
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

 A-10 








 Option of Holder to Elect Purchase 
 If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

  ̈ Section 4.10              ̈ Section 4.15 
 If you want to elect to have only part of the Note purchased by the Issuers pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased: 
 $
             
  

			
	Date: 	 	 

  

			
	Your Signature: 	 	 
	(Sign exactly as your name appears on the face of this Note)
	
	Tax Identification No.: 


 Signature Guarantee*:
                                     
  
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

 A-11 








 Schedule of Exchanges of Interests in the Global Note * 
 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	Amount of
decrease
in Principal
Amount
of this Global
Note	  	Amount of
increase
in Principal
Amount
of this Global
Note	  	Principal
Amount of
this Global
Note
following
such
decrease
(or
increase)	  	Signature of
authorized
officer of
Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

	*	This schedule should be included only if the Note is issued in global form. 

  

 A-12 








 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 Targa Resources Partners LP 
 Targa Resources Partners Finance Corporation 
 1000 Louisiana, Suite 4300 
 Houston, Texas 77002 
 U.S. Bank National Association 
 5555 San Felipe, Suite 1150 
 Houston, Texas 77056 
 Re: 8 1/4% Senior Notes due 2016 
 Reference is hereby made to the Indenture, dated as of June 18, 2008
(the “Indenture” ), among Targa Resources Partners LP, a Delaware limited partnership ( “Targa Resources Partners” ), and Targa Resources Partners Finance Corporation, a Delaware corporation ( “Finance
Corporation” and, together with Targa Resource Partners, the “Issuers” ), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture. 
                      (the “Transferor” ) owns and proposes to transfer the Note[s] or interest in such
Note[s] specified in Annex A hereto, in the principal amount of $             in such Note[s] or interests (the “Transfer” ), to
                     (the “Transferee” ), as further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 
 1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act” ), and, accordingly, the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
 2.  ̈ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a
Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 904 under the Securities Act 

  

 B-1 








 
and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the
time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule 904(b) of Regulation S under the Securities Act, (iii) if the Transfer is being made prior to the expiration of the Restricted Period, the Transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser) and (iv) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
 3.  ̈
Check and complete if Transferee will take delivery of a beneficial interest in a Restricted Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.
The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable
blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 
 (a)
 ̈ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 
 or 
 (b)  ̈ such Transfer is being effected to the Issuers or a subsidiary thereof; 

or 
 (c)  ̈
 such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; 
 or 
 (d)  ̈
such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby
further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global
Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is
in respect of a principal amount of Notes at the time of transfer of 

  

 B-2 








 
less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification),
to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on a Restricted Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act. 
 4.  ̈ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an
Unrestricted Definitive Note. 
 (a)  ̈ Check if Transfer is pursuant to Rule 144.
(i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture. 
 (b)  ̈ Check if Transfer is Pursuant to
Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
 (c)  ̈ Check if
Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144 or Rule 904 and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 
  

 B-3 








 This certificate and the statements contained herein are made for your benefit and the benefit of the
Issuers. 
  

			
	 
	[Insert Name of Transferor]
		
	By:	 	 
		 	Name:
		 	Title:


 Dated: 
                     
  

 B-4 








 ANNEX A TO CERTIFICATE OF TRANSFER 
  

	1.	The Transferor owns and proposes to transfer the following: 

 [CHECK ONE OF (a) OR (b)] 
  

	 	(a)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP 87612B AA0), or 

  

	 	(ii)	 ̈ Regulation S Global Note (CUSIP U87571 AA0), or 

  

	 	(iii)	 ̈ IAI Global Note (CUSIP         ); or 

  

	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE
OF] 
  

	 	(a)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP 87612B AA0), or 

  

	 	(ii)	 ̈ Regulation S Global Note (CUSIP U87571 AA0), or 

  

	 	(iii)	 ̈ IAI Global Note (CUSIP         ); or 

  

	 	(iii)	 ̈ Unrestricted Global Note (CUSIP 87612B AB8); or 

  

	 	(b)	 ̈ a Restricted Definitive Note; or 

  

	 	(c)	 ̈ an Unrestricted Definitive Note, 

 in
accordance with the terms of the Indenture. 
  

 B-5 








 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 Targa Resources Partners LP 
 Targa Resources Partners Finance Corporation 
 1000 Louisiana, Suite 4300 
 Houston, Texas 77002 
 U.S. Bank National Association 
 5555 San Felipe, Suite 1150 
 Houston, Texas 77056 
  

	 	 Re:
	 8  1/4 % Senior Notes due 2016 


 (CUSIP
            ) 
 Reference is hereby made to the Indenture,
dated as of June 18, 2008 (the “Indenture”), among Targa Resources Partners LP, a Delaware limited partnership (“Targa Resources Partners”), and Targa Resources Partners Finance Corporation, a Delaware
corporation (“Finance Corporation” and, together with Targa Resources Partners, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture. 
                           (the “Owner”) owns and proposes to exchange the Note[s] or
interest in such Note[s] specified herein, in the principal amount of $             in such Note[s] or interests (the “Exchange”). In connection with the Exchange,
the Owner hereby certifies that: 
 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for
Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note 
 (a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in
a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is
being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
  

 C-1 








 (b)  ̈ Check if Exchange is from beneficial interest
in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States. 
 (c)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest
in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 (d)  ̈ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In
connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer,
(ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any
state of the United States. 
 2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for
Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes 
 (a)  ̈
 Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive
Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

 (b)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in
a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈ 144A Global Note,  ̈
Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the 

  

 C-2 








 
beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act. 
 This certificate and the statements contained herein are made for your benefit and the benefit of the
Issuers. 
  

			
	[Insert Name of Transferor]
		
	By: 	 	 
		 	Name:
		 	Title:


 Dated:
                                  
  

 C-3 








 EXHIBIT D 
 FORM OF CERTIFICATE FROM 
 ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 
 Targa Resources Partners LP 
 Targa Resources Partners Finance Corporation

 1000 Louisiana, Suite 4300 
 Houston, Texas 77002

 U.S. Bank National Association 
 5555 San Felipe,
Suite 1150 
 Houston, Texas 77056 
  

	 	 Re:
	 8  1/4 % Senior Notes due 2016 


 Reference is hereby made to
the Indenture, dated as of June 18, 2008 (the “Indenture”), among Targa Resources Partners LP, a Delaware limited partnership (“Targa Resources Partners”), and Targa Resources Partners Finance Corporation, a
Delaware corporation (“Finance Corporation” and, together with Targa Resources Partners, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture. 
 In connection with our proposed purchase of
$         aggregate principal amount of: 
 (a)  ̈ a
beneficial interest in a Global Note, or 
 (b)  ̈ a Definitive Note, 
 we confirm that: 
 1. We understand that any
subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any
interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”). 
 2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to Targa Resources Partners or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) 

  

 D-1 








 
to you a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer
of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any
Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein. 
 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be
required to furnish to each of you such certifications, legal opinions and other information as each of you may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes
purchased by us will bear a legend to the foregoing effect. 
 4. We are an institutional “accredited investor” (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 
 5. We are
acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

 You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party
in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

			
	[Insert Name of Accredited Investor]
		
	By: 	 	 
		 	Name:
		 	Title:


 Dated:
                                  
  

 D-2 








 EXHIBIT E 
 [FORM OF NOTATION OF GUARANTEE] 
 For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of June 18, 2008 (the “Indenture”), among
Targa Resources Partners LP, a Delaware limited partnership (“Targa Resources Partners”), and Targa Resources Partners Finance Corporation, a Delaware corporation (“Finance Corporation” and, together with Targa
Resources Partners, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and
Liquidated Damages, if any, and interest on, the Notes, whether at stated maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of, premium if any, interest and Liquidated Damages, if any,
on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms
of the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose. 
 Capitalized terms used but not defined herein have the meanings given to them in the Indenture. 
  

			
	[Name of Guarantor(s)]
		
	By: 	 	 
		 	Name:
		 	Title:


 Dated:
                                  
  

 E-1 








 EXHIBIT F 
 [FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 
 Supplemental Indenture (this “Supplemental Indenture”), dated as of
                    , 200  , among              (the
“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”). 
 WITNESSETH 
 WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of June 18, 2008 providing for the issuance of 8  1/4 % Senior Notes due 2016 (the
“Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall
execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth
herein (the “Note Guarantee”); and 
 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 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 Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the
conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof. 
 3. No Recourse
Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the 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. 
  

 F-1 








 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 Subsidiary and the Issuers.

  

 F-2 








 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:
                    , 20     
  

			
	[Guaranteeing Subsidiary]
		
	By: 	 	 
		 	Name:
		 	Title:
	
	TARGA RESOURCES PARTNERS LP
		
	 By:
	 	 Targa Resources GP LLC,
 Its General
Partner

		
	By: 	 	 
		 	Name:
		 	Title:
	
	TARGA RESOURCES PARTNERS FINANCE
    CORPORATION
		
	By: 	 	 
		 	Name:
		 	Title:
	
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	By: 	 	 
		 	Authorized Signatory


  

 F-3 








 SCHEDULE 4.11 
 AFFILIATE TRANSACTIONS 
  

	1.	Agreement of Limited Partnership of Targa Resources Partners LP 

  

	2.	First Amended and Restated Agreement of Limited Partnership of Targa Resources Partners LP 

  

	3.	Purchase and Sale Agreement, dated as of September 18, 2007, by and between Targa Resources Holdings LP and Targa Resources Partners LP 

  

	4.	Amendment to Purchase and Sale Agreement, dated October 1, 2007, by and between Targa Resources Holdings LP and Targa Resources Partners LP 

  

	5.	Contribution, Conveyance and Assumption Agreement, dated February 14, 2007, by and among Targa Resources Partners LP, Targa Resources Operating LP, Targa Resources GP LLC,
Targa Resources Operating GP LLC, Targa GP Inc., Targa LP Inc., Targa Regulated Holdings LLC, Targa North Texas GP LLC and Targa North Texas LP 

  

	6.	Contribution, Conveyance and Assumption Agreement, dated October 24, 2007, by and among Targa Resources Partners LP, Targa Resources Holdings LP, Targa TX LLC, Targa TX PS LP,
Targa LA LLC, Targa LA PS LP and Targa North Texas GP LLC 

  

	7.	Amended and Restated Omnibus Agreement, dated October 24, 2007, by and among Targa Resources Partners LP, Targa Resources, Inc., Targa Resources LLC and Targa Resources GP LLC


  

	8.	Omnibus Agreement among TRI, the General Partner and Targa Resources Partners. 

  

	9.	Contribution Agreement dated as of December 1, 2005 among Targa Midstream Services Limited Partnership, Targa GP Inc., Targa LP Inc., Targa Downstream GP LLC, Targa North Texas
GP LLC, Targa Straddle GP LLC, Targa Permian GP LLC, Targa Versado GP LLC, Targa Downstream LP, Targa North Texas LP, Targa Straddle LP, Targa Permian LP and Targa Versado LP (the “2005 Contribution Agreement”). 


 

	10.	Amendment to 2005 Contribution Agreement dated as of January 1, 2007. 

  

	11.	Natural Gas Purchase Agreement, effective January 1, 2007, by and between Targa Gas Marketing LLC (Buyer) and Targa North Texas LP (Seller) 

  

	12.	NGL and Condensate Purchase Agreement, effective January 1, 2007, by and between Targa North Texas LP (Seller) and Targa Liquids Marketing and Trade (Buyer)


  

	13.	Product Purchase Agreement, effective January 1, 2007, by and between Targa Louisiana Field Services LLC (Seller) and Targa Liquids Marketing and Trade (Buyer)


  

	14.	Raw Product Purchase Agreement, effective January 1, 2007, by and between Targa Texas Field Services LP (Seller) and Targa Liquids Marketing and Trade (Buyer)


  

	15.	Amended and Restated Natural Gas Sales Agreement, effective December 1, 2005, by and between Targa Louisiana Field Services LLC (Buyer) and Targa Gas Marketing LLC (Seller)


  

 F-4 









	16.	Amended and Restated Natural Gas Purchase Agreement, effective December 1, 2005, by and between Targa Gas Marketing LLC (Buyer) and Targa Louisiana Field Services LLC (Seller)


  

	17.	Amended and Restated Natural Gas Purchase Agreement, effective December 1, 2005, by and between Targa Gas Marketing LLC (Buyer) and Targa Texas Field Services LP (Seller)


  

	18.	Product Purchase Agreement, effective January 1, 2007, by and between Targa Liquids Marketing and Trade (Seller) and Targa Louisiana Field Services LLC (Buyer)


  

 F-5