First Amendment to Credit Agreement



 Exhibit 10.30 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called the
“Amendment”) 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 (“Administrative
Agent”), Collateral Agent, Swing Line Lender and L/C Issuer, and each Lender party hereto (collectively the “Lenders” and individually, a “Lender”). 
 W I T N E S S E T H: 
 WHEREAS, the Borrower, Administrative Agent and Lenders entered
into that certain Credit Agreement dated as of February 14, 2007 (as amended, supplemented, or restated to the date hereof, the “Original Agreement”), for the purpose and consideration therein expressed, whereby Lenders became
obligated to make loans to the Borrower as therein provided; and 
 WHEREAS, the Borrower desires to amend the Original Agreement to increase
the maximum amount of increases to the Aggregate Commitments that may be requested by the Borrower under Section 2.14; 
 NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, in consideration of the loans which may hereafter be made by Lenders to the Borrower, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: 
 ARTICLE I.

 DEFINITIONS AND REFERENCES 
 Section 1.1. Terms Defined in the Original Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement shall have the same meanings whenever used in this
Amendment. 
 Section 1.2. Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment
shall have the meanings assigned to them in this Section 1.2. 
 “Amendment” means this First Amendment
to Credit Agreement and the Guarantor Ratification attached hereto. 
 “Credit Agreement” means the Original
Agreement as amended hereby. 
  







 ARTICLE II. 
 AMENDMENTS TO ORIGINAL AGREEMENT 
 Section 2.1. Increase in Commitments. The Original
Agreement is hereby amended to replace the reference to “$250,000,000” in clause (ii) of Section 2.14(a) of the Original Agreement with “$500,000,000”. 
 ARTICLE III. 
 CONDITIONS OF EFFECTIVENESS 
 Section 3.1. Effective Date. This Amendment shall become effective as of the date first above written when, and only when, (i) Administrative
Agent shall have received, at Administrative Agent’s office, a counterpart of this Amendment executed and delivered by the Borrower and Required Lenders and a counterpart of the Guarantor Ratification executed and delivered by each Guarantor,
(ii) the Borrower shall have requested an increase in the Aggregate Commitments pursuant to Section 2.14 of the Credit Agreement in the amount of $250,000,000 and such increase in the Aggregate Commitments shall have become effective, and
(iii) Administrative Agent shall have additionally received all of the following documents, each document (unless otherwise indicated) being dated the date of receipt thereof by Administrative Agent, duly authorized, executed and delivered, and
in form and substance satisfactory to Administrative Agent: 
 (a) a favorable opinion of Bracewell & Giuliani LLP,
counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters as the Administrative Agent may reasonably request; 
 (b) a certificate of the Secretary of each Loan Party certifying that none of the resolutions or other action, 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 this Amendment and the other Loan Documents to which such
Loan Party is a party have been amended since they were delivered, 
 (c) such 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; and that the execution and delivery of this Amendment has been duly authorized; and 
 (d) the Borrower shall have paid all fees required to be paid to Administrative Agent pursuant to any Loan Documents and all other fees
and reimbursements to be paid pursuant to any Loan Documents, including fees and disbursements of Administrative Agent’s attorneys. 
  

 2 








 ARTICLE IV. 
 REPRESENTATIONS AND WARRANTIES 
 Section 4.1. Representations and Warranties of the Borrower.
In order to induce each Lender to enter into this Amendment, the Borrower represents and warrants to each Lender that, after giving effect to this Amendment (and including for purposes of all references to the Loan Documents, and the Credit
Agreement, (i) the representations and warranties of the Borrower and each Loan Party contained in Article V of the Original Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in
connection therewith, are true and correct in all material respects on and as of the time of the effectiveness hereof, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and
correct as of such earlier date, and for purposes of this Section 4.1, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer, to the
most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (ii) no Default exists. 
 ARTICLE V. 
 MISCELLANEOUS 
 Section 5.1. Ratification of Agreements. The Original Agreement as hereby amended is hereby ratified and confirmed in all respects. The other Loan
Documents, as they may be amended or affected by this Amendment, are hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Original Agreement as hereby
amended. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein or therein, operate as a waiver of any right, power, or remedy of Administrative Agent, Swing Line Lender, L/C Issuer, or Lenders
under the Credit Agreement or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document. 
 Section 5.2. Survival of Agreements. All representations, warranties, covenants, and agreements of the Borrower herein shall survive the execution and delivery of this Amendment and the performance thereof, and shall further survive
until all of the Obligations are paid in full. All statements and agreements contained in this Amendment or any certificate or instrument delivered by any Loan Party hereunder or thereunder to Administrative Agent, L/C Issuer, Swing Line Lender, or
any Lender shall be deemed to constitute representations and warranties by, and/or agreements and covenants of the Borrower and such Loan Party under this Amendment and under the Credit Agreement. 
 Section 5.3. Loan Documents. This Amendment is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply
hereto and thereto. 
 Section 5.4. Governing Law. This Amendment shall be governed by and construed in accordance with, the law of
the State of New York. 
  

 3 








 Section 5.5. Counterparts; Fax. This Amendment may be separately executed in counterparts and by
the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same agreement. This Amendment may be validly executed by facsimile or other electronic transmission. 
 THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. 
 [The remainder
of this page has been intentionally left blank.] 
  

 4 








 IN WITNESS WHEREOF, this Amendment is executed as of the date first above written. 
  

			
	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/ Todd Mac Neill
		 	 Name: Todd Mac Neill
 Title: Vice
President



  








			
	 BANK OF AMERICA, N.A., as a Lender,
 L/C Issuer and Swing Line Lender

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




  








			
	 WACHOVIA BANK, NATIONAL
 ASSOCIATION, as Syndication Agent and as a 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
 Co-Documentation Agent and as a Lender

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



  








			
	 ROYAL BANK OF CANADA, as
 Co-Documentation Agent and as a Lender

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




  








			
	 THE ROYAL BANK OF SCOTLAND PLC, as
 Co-Documentation Agent and as a Lender

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











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



  

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



  








			
	SOCIÉTÉ GÉNÉRALE, as a Lender
		
	By:	 	/s/ Stephen W. Warfel
		 	 Name: Stephen W. Warfel
 Title: Managing
Director



  








			
	J. Aron & Company, as a Secured Hedging Party under the Intercreditor Agreement
		
	By:	 	/s/ Donna Mansfield
		 	 Name: Donna Mansfield
 Title: Attorney In
Fact
  











			
	ABN AMRO BANK N.V., as a Lender
		
	By:	 	/s/ Jamie Conn
		 	 Name: Jamie Conn
 Title: Managing
Director



  

			
		
	By:	 	/s/ John Reed
		 	 Name: John Reed
 Title: Director











			
	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	/s/ D. Mills
		 	 Name: D. Mills
 Title: Director











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



  








			
	 AMEGY BANK NATIONAL ASSOCIATION,
 as a
Lender

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












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



  








			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ Justin M. Alexander
		 	 Name: Justin M. Alexander
 Title: Vice
President
  











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

 











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

  











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












			
	NATIXIS, as a Lender
		
	By:	 	/s/ Renaud d’Herbes
		 	 Name: Renaud d’Herbes
 Title: Senior Managing
Director



  

			
		
	By:	 	/s/ Daniel Payer
		 	 Name: Daniel Payer
 Title:
Director



  








			
	UBS LOAN FINANCE LLC, as a 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 a Lender

		
	By:	 	/s/ Brian McNany
		 	 Name: Brian McNany
 Title: Authorized
Signatory



  








			
	CREDIT SUISSE, Cayman Islands Branch, as a Lender
		
	By:	 	/s/ Doreen Barr
		 	 Name: Doreen Barr
 Title: Vice
President



  

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











			
	GOLDMAN SACHS CREDIT PARTNERS L.P.,
as a Lender
		
	By:	 	/s/ Mark Walton
		 	Name: Mark Walton
		 	Title: Authorized Signatory









 GUARANTOR RATIFICATION 
 The undersigned guarantors (whether one or more, “Guarantor”, and if more than one jointly and severally), hereby (i) consents to the provisions of this Amendment and the transactions
contemplated herein, (ii) ratifies and confirms the Continuing Guaranty dated as of February 14, 2007 made by it for the benefit of Administrative Agent and Lenders executed pursuant to the Credit Agreement and the other Loan Documents,
(iii) agrees that all of its respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (iv) agrees
that the Guaranty and such other Loan Documents 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
	
	TARGA RESOURCES TEXAS GP LLC
		
	By:	 	/s/ Howard M. Tate
		 	Howard M. Tate
		 	Vice President—Finance and Treasurer
	
	TARGA TEXAS FIELD SERVICES LP
		
	 By:
	 	 Targa Resources Texas GP LLC,
 its sole
general partner

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










			
	TARGA LOUISIANA FIELD SERVICES LLC
		
	By:	 	/s/ Howard M. Tate
		 	 Howard M. Tate
 Vice President—Finance and
Treasurer

	
	TARGA LOUISIANA INTRASTATE 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