exv4w3






Exhibit 4.3




Execution Version




FIRST SUPPLEMENTAL INDENTURE




     First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 2, 2011,
among Targa Resources Partners LP, a Delaware limited partnership (“Targa Resources Partners”),
Targa Resources Partners Finance Corporation (“Finance Corporation” and, together with Targa
Resources Partners, the “Issuers”), the 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”).



W I T N E S S E T H




     WHEREAS, the Issuers and the Guarantors have heretofore executed and delivered to the Trustee
an indenture (the “Indenture”), dated as of July 6, 2009 providing for the issuance of 111/4% Senior
Notes due 2017 (the “Notes”);



     WHEREAS, Section 9.02 of the Indenture provides that the Issuers, the Guarantors and the
Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the
then outstanding Notes (including consents obtained in connection with a tender offer or exchange
offer for the Notes), amend or supplement the Indenture, subject to certain limitations set forth
in the Indenture;



     WHEREAS, each Issuer has been authorized by resolutions of its board of directors to enter
into this Supplemental Indenture (the “Resolutions”);



     WHEREAS, the Issuers desire to amend certain provisions of the Indenture, as set forth in
Article I of this Supplemental Indenture (the “Proposed Amendments”);



     WHEREAS, the Issuers have offered to exchange any and all of the outstanding Notes for new
notes and cash, and have solicited consents to the Proposed Amendments, upon the terms and subject
to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement dated
January 19, 2011, including any and all exhibits thereto and any information incorporated by
reference therein, as the same may be amended, supplemented or modified (the “Offering
Memorandum”); and



     WHEREAS, the Issuers have delivered to the Trustee (i) the Resolutions, (ii) evidence of the
receipt of the requisite consents to effect the Proposed Amendments under the Indenture and (iii)
the documents required by Section 9.06 of the Indenture.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant
and agree for the equal and ratable benefit of the Holders of the Notes as follows:



ARTICLE I




AMENDMENTS TO THE INDENTURE



     Section 1.01 Amendments. Upon written notification to the Trustee by the Issuers that
they have accepted for exchange (the “First Settlement Date”) all of the Notes validly tendered and
not withdrawn at or prior to 5:00 p.m., New York City time, on February 1, 2011, pursuant to the
Offering Memorandum, then automatically (without further act by any person), the following
amendments shall be made to the Indenture:



 









 






	 	A.	 	the following sections of the Indenture are hereby deleted and the Issuers shall be
released from their obligations thereunder:






	 	a.	 	Section 3.09. Offer to Purchase by Application of Excess Proceeds
	 
	 	b.	 	Section 4.03. Reports (except as required by Section 314(a) of the
TIA)
	 
	 	c.	 	Section 4.04. Compliance Certificate
	 
	 	d.	 	Section 4.05. Taxes
	 
	 	e.	 	Section 4.06. Stay, Extension and Usury Laws
	 
	 	f.	 	Section 4.07. Restricted Payments
	 
	 	g.	 	Section 4.08. Dividend and Other Payment Restrictions Affecting
Subsidiaries
	 
	 	h.	 	Section 4.09. Incurrence of Indebtedness and Issuance of
Disqualified Equity
	 
	 	i.	 	Section 4.10. Asset Sales
	 
	 	j.	 	Section 4.11. Transactions with Affiliates
	 
	 	k.	 	Section 4.12. Liens
	 
	 	l.	 	Section 4.14. Corporate Existence
	 
	 	m.	 	Section 4.15. Offer to Repurchase Upon Change of Control
	 
	 	n.	 	Section 4.16. Limitation on Sale and Leaseback Transactions
	 
	 	o.	 	 Section 4.17. Payments for Consent
	 
	 	p.	 	Section 4.18. Additional Guarantees
	 
	 	q.	 	Section 4.19. Designation of Restricted and Unrestricted
Subsidiaries
	 
	 	r.	 	Clauses (3) and (4) of Section 5.01(a). Merger, Consolidation, or
Sale of Assets
	 
	 	s.	 	Clauses (6) and (7) of Section 6.01. Events of Default






	 	B.	 	failure to comply with the terms of any of the foregoing sections of the Indenture
shall no longer constitute a default or an Event of Default under the Indenture and shall
no longer have any other consequences under the Indenture; and
	 
	 	C.	 	all definitions set forth in Sections 1.01 and 1.02 of the Indenture that relate to
defined terms used solely in covenants or sections deleted hereby are deleted in their
entirety.





     Section 1.02 Amendments to Notes. The Notes are hereby amended to delete all
provisions inconsistent with the amendments to the Indenture effected by this Supplemental
Indenture.



2









 





ARTICLE
II

MISCELLANEOUS




     Section 2.01 Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.



     Section 2.02 Instruments To Be Read Together. This Supplemental Indenture is executed
as and shall constitute an indenture supplemental to and in implementation of the Indenture, and
said Indenture and this Supplemental Indenture shall henceforth be read together. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes shall be
bound hereby and thereby.



     Section 2.03 Confirmation. The Indenture and the Notes as amended and supplemented by
this Supplemental Indenture are in all respects confirmed and preserved.



     Section 2.04 TIA Controls. If any provision of this Supplemental Indenture limits,
qualifies or conflicts with another provision that is required to be included in this Supplemental
Indenture or the Indenture by the TIA, as in force at the date that this Supplemental Indenture is
executed, the provisions required by such TIA shall control.



     Section 2.05 NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.



     Section 2.06 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.



     Section 2.07 Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.



     Section 2.08 Effectiveness; Termination. The provisions of this Supplemental Indenture
will become effective immediately upon its execution by the Trustee in accordance with the
provisions of Section 9.02 and 9.06 of the Indenture; provided, that the amendments to the
Indenture set forth in Article I of this Supplemental Indenture shall become operative as specified
in Article I hereof. Prior to the First Settlement Date, the Issuers may terminate this
Supplemental Indenture upon written notice to the Trustee (it being understood that the Issuers,
subsequent thereto, will enter into a substitute supplemental indenture).



     Section 2.09 Acceptance by the Trustee. The Trustee accepts the amendments to the
Indenture effected by this Supplemental Indenture and agrees to execute the trusts created by the
Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture.



     Section 2.10 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
Issuers and the Guarantors.



3









 





     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed and attested, all as of the date first above written.



	 	 	 	 	 
	 	TARGA RESOURCES PARTNERS LP


By: Targa Resources GP LLC,

         Its General Partner

 	 
	 	By:  	/s/ Matthew J. Meloy
 	 
	 	 	Name:  	Matthew J. Meloy 	 
	 	 	Title:  	Senior Vice President,
Chief Financial Officer and
Treasurer 	 
	 



	 	 	 	 	 
	 	TARGA RESOURCES PARTNERS FINANCE CORPORATION

 	 
	 	By:  	/s/ Jeffrey J. McParland
 	 
	 	 	Name:  	Jeffrey J. McParland 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TARGA DOWNSTREAM LP


By: Targa Downstream GP LLC,

        Its General Partner

 	 
	 	By:  	/s/ Jeffrey J. McParland
 	 
	 	 	Name:  	Jeffrey J. McParland 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



Signature Page to First Supplemental Indenture















 





	 	 	 	 	 
	 	TARGA LIQUIDS MARKETING AND TRADE


By: Targa Downstream LP,

        Its Managing Partner


By: Targa Downstream GP LLC,

        Its General Partner

 	 
	 	By:  	/s/ Jeffrey J. McParland
 	 
	 	 	Name:  	Jeffrey J. McParland 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	
TARGA LSNG LP


By: Targa LSNG GP LLC,

        Its General Partner

 	 
	 	By:  	/s/ Jeffrey J. McParland
 	 
	 	 	Name:  	Jeffrey J. McParland 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TARGA MIDSTREAM SERVICES LIMITED PARTNERSHIP


By: Targa Resources Texas GP LLC,

        Its General Partner

 	 
	 	By:  	/s/ Jeffrey J. McParland
 	 
	 	 	Name:  	Jeffrey J. McParland 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



Signature Page to First Supplemental Indenture















 





	 	 	 	 	 
	 	







TARGA NORTH TEXAS LP


By: Targa North Texas GP LLC,

        Its General Partner

 	 
	 	By:  	/s/ Jeffrey J. McParland
 	 
	 	 	Name:  	Jeffrey J. McParland 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TARGA PERMIAN LP


By: Targa Resources Texas GP LLC,

        Its General Partner

 	 
	 	By:  	/s/ Jeffrey J. McParland
 	 
	 	 	Name:  	Jeffrey J. McParland 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TARGA RESOURCES OPERATING LP


By: Targa Resources Operating GP LLC,

        Its General Partner

 	 
	 	By:  	/s/ Jeffrey J. McParland
 	 
	 	 	Name:  	Jeffrey J. McParland 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



Signature Page to First Supplemental Indenture















 





	 	 	 	 	 
	 	TARGA STRADDLE LP


By: Targa Straddle GP LLC,

        Its General Partner

 	 
	 	By:  	/s/ Jeffrey J. McParland
 	 
	 	 	Name:  	Jeffrey J. McParland 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TARGA TEXAS FIELD SERVICES LP


By: Targa Resources Texas GP LLC,

        Its General Partner

 	 
	 	By:  	/s/ Jeffrey J. McParland
 	 
	 	 	Name:  	Jeffrey J. McParland 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TARGA VERSADO LP


By: Targa Versado GP LLC,

        Its General Partner

 	 
	 	By:  	/s/ Jeffrey J. McParland
 	 
	 	 	Name:  	Jeffrey J. McParland 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



Signature Page to First Supplemental Indenture















 





MIDSTREAM BARGE COMPANY LLC

TARGA CAPITAL LLC

TARGA CO-GENERATION LLC

TARGA DOWNSTREAM GP LLC

TARGA GAS MARKETING LLC

TARGA INTRASTATE PIPELINE LLC

TARGA LIQUIDS GP LLC

TARGA LOUISIANA FIELD SERVICES LLC

TARGA LOUISIANA INTRASTATE LLC

TARGA LSNG GP LLC

TARGA MLP CAPITAL LLC

TARGA NGL PIPELINE COMPANY LLC

TARGA NORTH TEXAS GP LLC

TARGA PERMIAN INTRASTATE LLC

TARGA RESOURCES OPERATING GP LLC

TARGA RESOURCES TEXAS GP LLC

TARGA RETAIL ELECTRIC LLC

TARGA SPARTA LLC

TARGA STRADDLE GP LLC

TARGA TRANSPORT LLC

TARGA VERSADO GP LLC




	 	 	 	 	 
	 	 	 
	 	By:  	                /s/ Jeffrey J. McParland
 	 
	 	 	Name:  	Jeffrey J. McParland 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Steven A. Finklea
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Signature Page to First Supplemental Indenture