Fourth Amendment to Amended and Restated Stockholders' Agreement



 Exhibit 10.6 
 FOURTH AMENDMENT TO AMENDED AND RESTATED 
 STOCKHOLDERS’ AGREEMENT 
 December 7, 2007 
 Reference is
made to that certain Amended and Restated Stockholders’ Agreement dated as of October 28, 2005 by and among Targa Resources Investments Inc., a Delaware corporation (the “Company”), and the Stockholders as amended
by that First Amendment to Amended and Restated Stockholders’ Agreement dated January 26, 2006, Second Amendment to Amended and Restated Stockholders’ Agreement dated March 30, 2007, and Third Amendment to Amended and Restated
Stockholders’ Agreement dated May 1, 2007 (the “Stockholders’ Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Stockholders’ Agreement.

 This Fourth Amendment to the Stockholders’ Agreement (“Fourth Amendment”) is entered into as of the first date
written above by and among the Company and the Majority Holders. 
 RECITALS: 
 A. The Company and the Stockholders entered into the Stockholders’ Agreement to provide for, among other things, their respective rights and
obligations in connection with their investment in the Company. 
 B. Pursuant to Section 6.6 of the Stockholders’ Agreement, the
parties hereto desire to amend the Stockholders’ Agreement to add a new provision to Section 5.2(g)(xvi) to allow, to the extent the Company repurchases shares of Common Stock previously awarded under the Company’s 2005 Stock
Incentive Plan, as amended (the “Plan”), additional option grants under the Plan to purchase such repurchased shares of Common Stock without requiring the prior written consent of the Majority Holders. 
 C. By executing this Fourth Amendment, the Company and the Majority Holders consent in writing to the amendments and modifications to the
Stockholders’ Agreement set forth in this Fourth Amendment in accordance with Section 6.6 of the Stockholders’ Agreement. 
 NOW THEREFORE, the parties hereto agree as follows: 
 1. The reference to “6,178,382” in the definition of the term
“Management Stock” in Section 1.1 of the Stockholders’ Agreement shall be deleted, and a reference to “7,293,882” shall be substituted therefor. 
 2. The following new Clause (5) shall be added after Clause (4) of Section 5.2(g)(xvi) of the Stockholders’ Agreement: 
 “, and (5) options to purchase shares of Common Stock previously awarded under the Company’s 2005 Stock Incentive Plan and subsequently
repurchased by the Company with an exercise price equal to the greater of the price at which the 








 
Company repurchased such shares of Common Stock or the fair market value of a share of Common Stock on the date of the option grant, with a vesting schedule
no more favorable than the Vesting for Management Stock contained in Section 4.1 of this Agreement (with respect to a Management Stockholder who is not an Original Management Member), and with a term of no more than 10 years” 

3. Limited Amendment. Except as expressly amended hereby, all other terms and provisions of the Stockholders’ Agreement shall continue in
full force and effect. 
 4. Governing Law. This Fourth Amendment shall be governed by, and construed in accordance with, the laws of
the State of Delaware, without regard to the conflicts of law principles of such state. 
 5. Counterparts. This Fourth Amendment may
be executed in one or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 
 [Signature Pages Follow] 
  







 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Fourth Amendment as of the day,
month and year above written. 
  

			
	COMPANY:
	
	TARGA RESOURCES INVESTMENTS INC.
		
	By:	 	 /s/ Rene R. Joyce

	Name:	 	Rene R. Joyce
	Title:	 	Chief Executive Officer


 Signature Page to 
 Fourth Amendment to Amended and Restated Stockholders’ Agreement 







 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Fourth Amendment as of the day,
month and year above written. 
  

			
	MAJORITY HOLDERS:
	
	WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
		
	By:	 	Warburg Pincus Partners LLC, its General Partner
		
	By:	 	Warburg Pincus & Co., its Managing Member
		
	By:	 	 /s/ Peter R. Kagan

		 	Partner
	
	WARBURG PINCUS NETHERLANDS PRIVATE EQUITY VIII I, C.V.
		
	By:	 	Warburg Pincus Partners LLC, its General Partner
		
	By:	 	Warburg Pincus & Co., its Managing Member
		
	By:	 	 /s/ Peter R. Kagan

		 	Partner
	
	WARBURG PINCUS GERMANY PRIVATE EQUITY VIII, K.G.
		
	By:	 	Warburg Pincus Partners LLC, its General Partner
		
	By:	 	Warburg Pincus & Co., its Managing Member
		
	By:	 	 /s/ Peter R. Kagan

		 	Partner


 Signature Page to 
 Fourth Amendment to Amended and Restated Stockholders’ Agreement 








			
	WARBURG PINCUS PRIVATE EQUITY IX, L.P.
		
	By:	 	Warburg Pincus Partners LLC, its General Partner
		
	By:	 	Warburg Pincus & Co., its Managing Member
		
	By:	 	 /s/ Peter R. Kagan

		 	Partner


 Signature Page to 
 Fourth Amendment to Amended and Restated Stockholders’ Agreement