Commitment Increase Supplement



 Exhibit 10.31 
 COMMITMENT INCREASE SUPPLEMENT 
 This COMMITMENT INCREASE SUPPLEMENT (the “Commitment Increase
Supplement”) is made as of October 24, 2007 by and among TARGA RESOURCES PARTNERS LP, a Delaware limited partnership (the “Borrower”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the
“Administrative Agent”), Collateral Agent, Swing Line Lender and L/C Issuer and the parties signatory hereto as the Increasing Lenders (hereinafter defined) and the New Lenders (hereinafter defined). 
 RECITALS 
 Borrower, Administrative Agent,
the Swing Line Lender, the L/C Issuer and the Lenders named therein are parties to that certain Credit Agreement dated as of February 14, 2007 (as otherwise amended, supplemented, restated, increased, extended, or otherwise modified from time
to time, the “Credit Agreement”). All terms used herein and not otherwise defined shall have the same meaning given to them in the Credit Agreement. 
 Pursuant to Section 2.14 of the Credit Agreement, upon notice to the Administrative Agent, Borrower has the right to cause from time to time an increase in the Aggregate Commitments by adding to the Credit
Agreement, subject to the approval of the Administrative Agent, the L/C Issuer, and the Swing Line Lender one or more additional Lenders (referred to in Section 2.14(c) of the Credit Agreement as “additional Eligible
Assignees”) and referred to herein as the “New Lenders”), or by allowing one or more Lenders to increase their respective Commitment (such Lenders being referred to herein as the “Increasing Lenders”), subject
to the limitations contained in such Section 2.14. 
 AGREEMENT 
 1. The Borrower and the parties signatory hereto as the Increasing Lenders and as the New Lenders hereby agree that, from and after the date hereof, the
Increasing Lenders and the New Lenders shall have the respective Commitments as set forth on the attached Supplement to Schedule 2.01. By its execution and delivery of this Commitment Increase Supplement, each New Lender hereby assumes
all of the rights and obligations of a Lender under the Credit Agreement. Such Commitments of the New Lenders and the increase in the Commitments of the Increasing Lenders shall represent an increase in the Aggregate Commitments pursuant to
Section 2.14 of the Credit Agreement. 
 2. Administrative Agent, Swing Line Lender, L/C Issuer, and Borrower hereby consent to
and approve the Commitment of each New Lender and the increase in the Commitment of each Increasing Lender, and such resulting increase in the Aggregate Commitments pursuant to Section 2.14 of the Credit Agreement. 
 3. Each New Lender and each Increasing Lender hereby represents and warrants to the Administrative Agent, Swing Line Lender and L/C Issuer as follows:
(a) it has full power and authority, and has taken all action necessary, to execute and deliver this Commitment Increase Supplement, to consummate the transactions contemplated hereby and to become or to 

  

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continue to be a Lender under the Credit Agreement, (b) from and after the Increase Effective Date (hereinafter defined), it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, and (c) it has received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment Increase
Supplement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, Swing Line Lender, L/C Issuer, or any other Lender; and agrees that (1) it will, independently and without
reliance on the Administrative Agent, Swing Line Lender, L/C Issuer or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (2) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 
 4. This Commitment Increase Supplement shall be effective on the date (the “Increase Effective Date”) that (i) the Borrower and
each New Lender and each Increasing Lender each execute a counterpart hereof and deliver the same to the Administrative Agent, (ii) the Administrative Agent, Swing Line Lender, and L/C Issuer execute and deliver a counterpart hereof,
(iii) each of the conditions to the increase in the Aggregate Commitments in Section 2.14 of the Credit Agreement shall have occurred, and (iv) all additional conditions precedent set forth on the Conditions Precedent
Schedule attached hereto have been satisfied. From and after the Increase Effective Date, each New Lender shall be a “Lender” under the Loan Documents. 
 5. Upon any increase in the Aggregate Commitments pursuant Section 2.14, the Lenders have authorized the Administrative Agent and the Borrower to make non-ratable borrowings and prepayments of the
Committed Loans, and if any such prepayment requires the payment of Eurodollar Rate Loans other than on the last day of the applicable Interest Period, Borrower shall pay any required amounts pursuant to Section 3.05, in order to keep
the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Commitment Increase Supplement. On the Increase Effective Date, each New Lender and each Increasing
Lender shall make a Committed Loan for the account of the Borrower to implement such provisions of Section 2.14 of the Credit Agreement. 
 6. Borrower (a) represents and warrants that, on and as of the Increase Effective Date, before and after giving effect to the increase in Aggregate Commitments resulting hereunder, (i) the representations
and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in
which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Commitment Increase Supplement, the representations and warranties contained in subsection (a) of
Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b) of Section 6.01, and (ii) no Default exists, (b) ratifies and confirms each of the Loan
Documents, (c) agrees that all Loan Documents shall apply to the Obligations as they are or may be increased by this Commitment Increase Supplement, (d) agrees that its obligations and covenants under each Loan Document are otherwise
unimpaired 

  

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hereby and shall remain in full force and effect, and (e) covenants, for the benefit of the Secured Parties, to cause to be issued, not more than 30
days after the Increase Effective Date (or such longer period as the Administrative Agent may agree in its discretion), the fully paid title insurance policies described in clause (e)(ii) of the Conditions Precedent Schedule in respect of
each of the Sterling, Gillis, Acadia and Mertzen plants. 
 7. This Commitment Increase Supplement may not be amended, changed, waived or
modified, except by a writing executed by the parties hereto. 
 8. This Commitment Increase Supplement embodies the entire agreement among
each New Lender, each Increasing Lender, the Borrower, L/C Issuer, Swing Line Lender and the Administrative Agent with respect to the subject matter hereof and supersedes all other prior arrangements and understandings relating to the subject matter
hereof. 
 9. This Commitment Increase Supplement may be executed in any number of counterparts each of which shall be deemed to be an
original. Each such counterpart shall become effective when counterparts have been executed by all parties hereto. Delivery of an executed counterpart of this Commitment Increase Supplement by telecopier shall be effective as delivery of a manually
executed counterpart of this Commitment Increase Supplement. 
 10. This Commitment Increase Supplement shall be binding upon and inure to
the benefit of each New Lender and each Increasing Lender and the Borrower and its respective successors and permitted assigns, except that neither party may assign or transfer any of its rights or obligations hereunder without the prior written
consent of the other party. 
 11. This Commitment Increase Supplement is a Loan Document, as defined in the Loan Agreement, and is subject
to the provisions of the Credit Agreement governing Loan Documents. 
 12. This Commitment Increase Supplement shall be governed by, and
construed in accordance with, the laws of the State of New York. 
 If requested by any New Lender or any Increasing Lender, the Borrower
shall execute and deliver to such New Lender or such Increasing Lender, as of the Increase Effective Date, a Note in the form attached to the Credit Agreement to evidence the Commitment of such New Lender or such Increasing Lender. If any Increasing
Lender which requests a new Note is in possession of an existing Note in the amount of its Commitment before giving effect to the increase pursuant to this Commitment Increase Supplement (each an “Existing Note”), such Increasing Lender
shall, promptly after receipt of its new Note, mark such Existing Note “cancelled” and return such Existing Note to the Borrower. 
 [Remainder of page intentionally left blank.] 
  

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 IN WITNESS WHEREOF, the Administrative Agent, Swing Line Lender, L/C Issuer, Borrower, each New Lender,
and each Increasing Lender have executed this Commitment Increase Supplement as of the date shown above. 
  

					
	 TARGA RESOURCES PARTNERS LP
  
 By:   Targa Resources GP LLC, its sole general partner

			
		 	By:	 	/s/ Howard M. Tate
		 		 	 Howard M. Tate
 Vice President—Finance and
Treasurer











			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	/s/ Christopher Smith
		 	 Name: Christopher Smith
 Title: Senior Vice President












			
	BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender
		
	By:	 	/s/ Christopher Smith
		 	 Name: Christopher Smith
 Title: Senior Vice President












			
	 BANK OF AMERICA, N.A.,
 as an Increasing Lender

		
	By:	 	/s/ Christopher Smith
		 	 Name: Christopher Smith
 Title: Senior Vice President












			
	WACHOVIA BANK, NATIONAL ASSOCIATION, as an Increasing Lender
		
	By:	 	/s/ Leanne S. Phillips
		 	 Name: Leanne S. Phillips
 Title:
Director











			
	 MERRILL LYNCH CAPITAL, A DIVISION
 OF MERRILL LYNCH BUSINESS
 FINANCIAL SERVICES INC., as
 an Increasing Lender

		
	By:	 	/s/ Gregory B. Hanson
		 	 Name: Gregory B. Hanson
 Title: Vice
President











			
	 ROYAL BANK OF CANADA, as
 an Increasing Lender

		
	By:	 	/s/ David A. McCluskey
		 	 Name: David A. McCluskey
 Title: Authorized Signatory












			
	 THE ROYAL BANK OF SCOTLAND PLC, as
 an Increasing Lender

		
	By:	 	/s/ Mathew Main
		 	 Name: Mathew Main
 Title: Managing
Director











			
	BNP PARIBAS, as an Increasing Lender
		
	By:	 	/s/ Richard Hawthorne
		 	 Name: Richard Hawthorne
 Title: Vice
President

		
	By:	 	/s/ Greg Smothers
		 	 Name: Greg Smothers
 Title: Vice
President











			
	ABN AMRO BANK N.V., as an Increasing Lender
		
	By:	 	/s/ John D. Reed
		 	 Name: John D. Reed
 Title:
Director

		
	By:	 	/s/ M. Aamir Khan
		 	 Name: M. Aamir Khan
 Title: Vice
President











			
	 THE BANK OF NOVA SCOTIA, as an
 Increasing Lender

		
	By:	 	/s/ A. Ostrov
		 	 Name: A. Ostrov
 Title: Director











			
	CITIBANK, N.A., as an Increasing Lender
		
	By:	 	/s/ Ashish Sethi
		 	 Name: Ashish Sethi
 Title:
Attorney-in-Fact











			
	 AMEGY BANK NATIONAL ASSOCIATION, 
 as an Increasing Lender

		
	By:	 	/s/ W. Bryan Chapman
		 	 Name: W. Bryan Chapman
 Title: Senior Vice President












			
	COMPASS BANK, as an Increasing Lender
		
	By:	 	/s/ Adrianne D. Griffin
		 	 Name: Adrianne D. Griffin
 Title: Vice
President











			
	 U.S. BANK NATIONAL ASSOCIATION, as
 an Increasing Lender

		
	By:	 	/s/ Justin N.Alexander
		 	 Name: Justin N. Alexander
 Title: Vice
President











			
	FORTIS CAPITAL CORP., as an Increasing Lender
		
	By:	 	/s/ Darrell Holley
		 	 Name: Darrell Holley
 Title: Managing
Director

		
	By:	 	/s/ Casey Lowary
		 	 Name: Casey Lowary
 Title:
Director











			
	JPMORGAN CHASE BANK, N.A., as an Increasing Lender
		
	By:	 	/s/ Kevin J. Utsey
		 	 Name: Kevin J. Utsey
 Title: Vice
President











			
	COMERICA BANK, as an Increasing Lender
		
	By:	 	/s/ Josh Strong
		 	 Name: Josh Strong
 Title: Assistant Vice President












			
	GUARANTY BANK, as an Increasing Lender
		
	By:	 	/s/ Jim R. Hamilton
		 	 Name: Jim R. Hamilton
 Title: Senior Vice President












			
	NATIXIS, as an Increasing Lender
		
	By:	 	/s/ Donovan Broussard
		 	 Name: Donovan Broussard
 Title: Managing
Director

		
	By:	 	/s/ Louis P. Laville, III
		 	 Name: Louis P. Laville, III
 Title: Managing Director












			
	UBS LOAN FINANCE LLC, as an Increasing Lender
		
	By:	 	/s/ David B. Julie
		 	 Name: David B. Julie
 Title: Associate
Director

		
	By:	 	/s/ Irja R. Otsa
		 	 Name: Irja R. Otsa
 Title: Associate
Director











			
	LEHMAN BROTHERS COMMERCIAL
BANK, as an Increasing Lender
		
	By:	 	/s/ George Janes
		 	 Name: George Janes
 Title: Chief Credit
Officer



  








			
	CREDIT SUISSE, as an Increasing Lender
		
	By:	 	/s/ James Moran
		 	 Name: James Moran
 Title: Managing
Director

		
	By:	 	/s/ Nupur Kumar
		 	 Name: Nupur Kumar
 Title:
Associate











			
	 GOLDMAN SACHS CREDIT PARTNERS L.P.,
 as an Increasing Lender

		
	By:	 	/s/ Mark Walton
		 	 Name: Mark Walton
 Title: Authorized
Signatory











			
	RAYMOND JAMES BANK, FSB, as a New Lender
		
	By:	 	/s/ Garrett McKinnon
		 	 Name: Garrett McKinnon
 Title: Vice
President











			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a New Lender
		
	By:	 	/s/ Dusan Lazarov
		 	 Name: Dusan Lazarov
 Title: Vice
President

		
	By:	 	/s/ Erin Morrissey
		 	 Name: Erin Morrissey
 Title: Vice
President










 SUPPLEMENT TO SCHEDULE 2.01 
 OF THE CREDIT AGREEMENT 
  

										
	 Lender
	  	 Existing
Commitment
 Amount
	  	 New
 Commitment
Amount
	  	 Amount of
Commitment
 Increase

	 Bank of America, N.A.
	  	$	29,750,000	  	$	42,500,000	  	$	12,750,000
	 Wachovia Bank, National Association
	  	$	29,750,000	  	$	42,500,000	  	$	12,750,000
	 Royal Bank of Canada
	  	$	29,500,000	  	$	42,000,000	  	$	12,500,000
	 The Royal Bank of Scotland PLC
	  	$	29,500,000	  	$	42,000,000	  	$	12,500,000
	 Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc.
	  	$	29,500,000	  	$	40,000,000	  	$	10,500,000
	 The Bank of Nova Scotia
	  	$	29,000,000	  	$	35,000,000	  	$	6,000,000
	 ABN AMRO Bank N.V.
	  	$	25,000,000	  	$	35,000,000	  	$	10,000,000
	 BNP Paribas
	  	$	25,000,000	  	$	35,000,000	  	$	10,000,000
	 Compass Bank
	  	$	19,000,000	  	$	35,000,000	  	$	16,000,000
	 Citibank, N.A.
	  	$	19,000,000	  	$	35,000,000	  	$	16,000,000
	 JPMorgan Chase Bank, N.A.
	  	$	19,000,000	  	$	25,000,000	  	$	6,000,000
	 Amegy Bank National Association
	  	$	19,000,000	  	$	25,000,000	  	$	6,000,000
	 Guaranty Bank
	  	$	19,000,000	  	$	25,000,000	  	$	6,000,000
	 U.S. Bank National Association
	  	$	19,000,000	  	$	25,000,000	  	$	6,000,000
	 Comerica Bank
	  	$	19,000,000	  	$	25,000,000	  	$	6,000,000
	 Fortis Capital Corp.
	  	$	19,000,000	  	$	25,000,000	  	$	6,000,000
	 Natixis
	  	$	15,000,000	  	$	22,000,000	  	$	7,000,000
	 UBS Loan Finance LLC
	  	$	14,000,000	  	$	25,000,000	  	$	11,000,000
	 Credit Suisse
	  	$	14,000,000	  	$	25,000,000	  	$	11,000,000
	 Goldman Sachs Credit Partners L.P.
	  	$	14,000,000	  	$	25,000,000	  	$	11,000,000
	 Lehman Brothers Commercial Bank
	  	$	14,000,000	  	$	19,000,000	  	$	5,000,000
	 Deutsche Bank Trust Company Americas
	  	 	—  	  	$	25,000,000	  	$	25,000,000
	 Raymond James Bank, FSB
	  	 	—  	  	$	25,000,000	  	$	25,000,000
	 TOTAL
	  			  			  	$	250,000,000

  







 CONSENT AND AGREEMENT 
 October     , 2007 
 The undersigned Guarantors each hereby consents to the
provisions of this Commitment Increase Supplement and the transactions contemplated herein and hereby ratifies and confirms each of the Loan Documents to which it is a party, and, without limiting the foregoing, agree that such Loan Documents shall
apply to the Obligations as they are or may be increased by this Commitment Increase Supplement and that its obligations and covenants under such Loan Documents are otherwise unimpaired hereby and shall remain in full force and effect. 

 

					
	TARGA RESOURCES OPERATING LP
		
	By:	 	Targa Resources Operating GP LLC,
		 	its sole general partner
			
		 	By:	 	/s/ Howard M. Tate
		 		 	Howard M. Tate
		 		 	Vice President—Finance and Treasurer
	
	TARGA RESOURCES OPERATING GP LLC
		
	By:	 	/s/ Howard M. Tate
		 	Howard M. Tate
		 	Vice President—Finance and Treasurer
	
	TARGA NORTH TEXAS LP
		
	By:	 	Targa North Texas GP LLC,
		 	its sole general partner
			
		 	By:	 	/s/ Howard M. Tate
		 		 	Howard M. Tate
		 		 	Vice President—Finance and Treasurer










			
	TARGA NORTH TEXAS GP LLC
		
	By:	 	/s/ Howard M. Tate
		 	Howard M. Tate
		 	Vice President—Finance and Treasurer
	
	TARGA INTRASTATE PIPELINE LLC
		
	By:	 	/s/ Howard M. Tate
		 	Howard M. Tate
		 	Vice President—Finance and Treasurer


 Address of each Guarantor: 
 1000 Louisiana, Suite 4300 
 Houston, Texas 77002 
 Attention: Vice President—Finance 
 Telephone: 713.584.1024 
 Telecopier: 713.584.1523 







 Conditions Precedent Schedule 
 1. The Borrower shall have delivered to the Administrative Agent, in form reasonably satisfactory to the Administrative Agent: 
 (a) a certificate of the Borrower that (i) all conditions precedent to the acquisition by the Borrower of Targa Resources Texas GP LLC, Targa Texas Field Services LP and Targa Louisiana Field Services LLC (the
“Acquired Companies”) pursuant to the Purchase and Sale Agreement dated September 18, 2007 with Targa Resources, Inc. (the “Purchase and Sale Agreement”) shall have been satisfied or waived (in
compliance with (iii) below), (ii) that closing and funding of such acquisition by the Borrower of the Acquired Companies shall be consummated on a substantially contemporaneous basis with the delivery of such certificate and
(iii) there have been no material alterations, amendments or changes in the Purchase and Sale Agreement or other agreements, instruments and documents relating to the acquisition of the Acquired Companies, and no material condition contained in
the Purchase and Sale Agreement or such other agreements, instruments and documents shall have been waived without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). 
 (b) releases in respect of all existing Liens on the Equity Interests and the assets of the Acquired Companies other than Liens permitted under
Section 7.01 of the Credit Agreement; 
 (c) Guaranty Supplement executed by each of Targa Resources Texas GP LLC, Targa Texas Field
Services LP, Targa Louisiana Field Services LLC and Targa Louisiana Intrastate LLC; 
 (d) Security Documents satisfactory for the creation
and perfection of valid first priority Liens (subject to Liens permitted by Section 7.01 of the Credit Agreement) on and security interests in the Equity Interests and the assets of the Acquired Companies to secure the Obligations under the
Credit Agreement; 
 (e) in respect of each of the Sterling, Gillis, Acadia and Mertzen plants (i) title commitments or other evidence
satisfactory to the Administrative Agent of satisfactory title thereto, and (ii) no more than 30 days after the Increase Effective Date (or such longer period as the Administrative Agent may agree in its discretion), a fully paid title
insurance policy in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent and Collateral Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent and
Collateral Agent, insuring the Mortgage in respect of such property to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens)
and encumbrances, excepting only Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens)
and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable; 
 (f) a favorable opinion of
(i) Bracewell & Giuliani LLP., New York and Texas counsel 








 
to the Loan Parties, and (ii) Schully Roberts Slattery & Marino, Louisiana counsel to the Loan Parties, addressed to the Administrative Agent
and each Lender, as to such matters as the Administrative Agent may reasonably request; 
 (f) a certificate of the Secretary of each Loan
Party certifying (i) true and correct copies of the resolutions adopted by each Loan Party approving or consenting to such increase, and such resolutions have not been amended, altered or repealed and are in effect on the date hereof;
(ii) that none of the incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent has previously required evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with the Security Documents to which such Loan Party is a party have been amended since they were delivered, and (iii) that the execution and delivery of the Security Documents
has been duly authorized; and 
 (g) such other documents and certifications as the Administrative Agent may reasonably require to evidence
that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification. 
 2. The receipt by the Borrower of additional equity investments to fund the purchase of the Acquired Companies of at
least $345,000,000 (prior to deduction of customary issuance costs and expenses); 
 3. The purchase price for the Acquired Companies, as adjusted pursuant
to the Purchase and Sale Agreement, shall not exceed $735,000,000; and 
 4. The Borrower shall have paid all fees required to be paid to Administrative
Agent in connection with the Commitment Increase Supplement and all other fees and reimbursements to be paid pursuant to any Loan Documents, including fees and disbursements of Administrative Agent’s attorneys to the extent invoiced prior to
the Increase Effective Date.