exv10w2






Exhibit 10.2




FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

OMNIBUS AGREEMENT




     THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT (“Amendment”) is entered
into on, and effective as of, April 27, 2010, and is by and among Targa Resources, Inc., a Delaware
corporation (“Targa”), Targa Resources LLC, a Delaware limited liability company, Targa Resources
GP LLC, a Delaware limited liability company (the “General Partner”), and Targa Resources Partners
LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes
referred to in this Agreement each as a “Party” and collectively as the “Parties.”



R E C I T A L S:




     1. The Parties have heretofore entered into that certain Second Amended and Restated Omnibus
Agreement, dated and effective as of September 24, 2009 (the “Omnibus Agreement”), which among
other things, (i) evidences their agreement with respect to the amount to be paid by the
Partnership for certain general and administrative services to be performed by Targa and its
Affiliates as well as direct expenses, including operating expenses, incurred by Targa and its
Affiliates for and on behalf of the Partnership Group (as defined in the Omnibus Agreement) and
(ii) evidence their agreement with respect to certain indemnification obligations.



     2. The Parties desire to amend the Omnibus Agreement to, among other things, remove a
limitation which required Targa to provide general and administrative services to the Partnership
Group only for the three year period following the initial public offering by the Partnership and
to expand the Omnibus Agreement to cover all businesses hereafter purchased by the Partnership from
Targa or its Affiliates and any other assets, operations or businesses that the Partnership Group
may acquire, from time to time, after the date hereof which Targa and the Partnership hereafter
acknowledge and confirm in writing will be covered by and within the scope of the Omnibus
Agreement.



     In consideration of the agreements contained herein, and for other good and valuable
consideration, the Parties hereby amend the Omnibus Agreement as follows:



ARTICLE I

DEFINED TERMS




     1.1 Defined Terms. All capitalized terms which are used but not defined in this
Amendment shall have meanings assigned to such terms in the Omnibus Agreement.



ARTICLE II

AMENDMENTS TO THE OMNIBUS AGREEMENT




     2.1 The Omnibus Agreement is hereby amended as follows:



     (a) Section 2.1(a) of the Omnibus Agreement is hereby revised and amended in its entirety to
read as follows:



 









 






     “(a) Targa hereby agrees to continue to provide the Partnership Group with
certain general and administrative services, such as legal, accounting, treasury,
insurance, risk management, health, safety and environmental, information
technology, human resources, credit, payroll, internal audit, taxes, engineering and
marketing through the period ending April 30, 2013. These general and
administrative services shall be substantially identical in nature and quality to
the services of such type previously provided by Targa in connection with their
management and operation of the Partnership Group’s assets, operations and
businesses prior to their acquisition by the Partnership Group. In the event that
the Partnership Group hereafter makes any acquisitions of assets or businesses from
Targa or its Affiliates, Targa will provide general and administrative services that
are substantially identical in nature and quality to the services of such type
previously provided by Targa in connection with their management and operation of
such assets or businesses prior to their acquisition by the Partnership. In
addition, in the event that the Partnership Group hereafter makes any acquisitions
of assets, operations or businesses from any third party and the Parties hereto then
acknowledge and agree in writing that such assets, operations or businesses will be
covered by the Agreement, Targa will provide and be compensated for similar general
and administrative services in support of such assets, operations or businesses.”



     (b) Section 2.2(a)(v) of the Omnibus Agreement is hereby revised in its entirety to read as
follows:




     “(v) direct expenses, including operating expenses and certain allocated
operating expenses, associated with the ownership and operation of the Partnership
Group’s assets, operations and businesses which are subject to this Agreement.”



ARTICLE III

MISCELLANEOUS




     3.1 Assurances. From time to time after the date hereof, and without any further
consideration, each of the parties to this Amendment shall execute, acknowledge and deliver all
such additional instruments, notices and other documents, and will do all such other acts and
things, all in accordance with applicable law, as may be necessary or appropriate to more fully and
effectively carry out the purposes and intent of this Amendment.



     3.2 Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the parties signatory hereto and their respective successors and assigns.



     3.3 No Third Party Rights. The provisions of this Amendment are intended to bind the
parties signatory hereto as to each other and are not intended to and do not create rights in any
other person or confer upon any other person any benefits, rights or remedies and no person is or
is intended to be a third party beneficiary of any of the provisions of this Amendment.



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     3.4 Counterparts. This Amendment may be executed in any number of counterparts, all
of which together shall constitute one agreement binding on the parties hereto.



     3.5 Governing Law. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware applicable to contracts made and to be performed wholly
within such state without giving effect to conflict of law principles thereof, except to the extent
that it is mandatory that the law of some other jurisdiction shall apply.



     3.6 Severability. If any of the provisions of this Amendment are held by any court of
competent jurisdiction to contravene, or to be invalid under, the laws of any political body having
jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate
the entire Amendment. Instead, this Amendment shall be construed as if it did not contain the
particular provision or provisions held to be invalid, and an equitable adjustment shall be made
and necessary provision added so as to give effect to the intention of the parties as expressed in
this Amendment at the time of execution of this Amendment.



     3.7 Amendment or Modification. This Amendment may be amended or modified from time to
time only by the written agreement of all the parties hereto.



     3.8 Conflicts. Nothing in this Amendment shall be construed as an agreement to assign
any asset, or any interest therein, that is subject to any agreement that, by its terms or pursuant
to applicable law, is not capable of being sold, assigned, transferred or delivered without the
consent or waiver of a third party or a governmental authority unless and until such consent or
waiver shall be given.



     3.9 Effect of Amendment. This Amendment only amends the Omnibus Agreement as
specifically provided herein and all other provisions of the Omnibus Agreement remain unchanged.



[Signature page follows]




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     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first
above written.



	 	 	 	 	 	 	 

	 	 	TARGA RESOURCES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rene R. Joyce
 

Rene R. Joyce
	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	TARGA RESOURCES LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rene R. Joyce
 

Rene R. Joyce
	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	TARGA RESOURCES GP LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rene R. Joyce
 

Rene R. Joyce
	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	TARGA RESOURCES PARTNERS LP	 	 
	 	 	By: Targa Resources GP LLC, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rene R. Joyce
 

Rene R. Joyce
	 	 
	 

	 	Title:
	 	Chief Executive Officer