AMENDMENT No. 2 dated as of May 1, 2009 (this
“Amendment”),
to the Credit Agreement dated as of October 31, 2005, as amended (the
“Credit
Agreement”), among Targa Resources, Inc. (the “Borrower”),
each lender from time to time party thereto (each, a “Lender”)
and Credit Suisse, as administrative agent (in such capacity the “Administrative
Agent”), Swing Line Lender, a Revolving L/C Issuer and the Synthetic L/C
Issuer.




WHEREAS,
pursuant to the Credit Agreement, the Lenders have extended credit to the
Borrower;




WHEREAS,
the Borrower has informed the Lenders that it desires to amend the Credit
Agreement as provided herein;




WHEREAS,
the undersigned Lenders and the Administrative Agent are willing so to amend the
Credit Agreement on the terms and subject to the conditions set forth herein;
and




WHEREAS,
capitalized terms used but not defined herein shall have the meanings assigned
to them in the Credit Agreement;




NOW,
THEREFORE, in consideration of the mutual agreements herein contained and other
good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, and subject to the conditions set forth herein, the parties hereto
hereby agree as follows:




SECTION
1.  Amendments.  (a)  Section
1.01 of the Credit Agreement is hereby amended by adding the following terms in
proper alphabetical order:




“Amendment No.
2” means Amendment No. 2 dated as of May 1, 2009, to this
Agreement.




“Amendment No. 2
Effective Date” means the “Amendment Effective Date” under and as defined
in Amendment No. 2.




“OMR
Window” has the meaning set forth in Section 2.05(c).




“Open Market
Repurchase” has the meaning set forth in Section 2.05(c).




“Permitted Senior
Secured Notes” means debt securities issued by the Borrower in a capital
markets transaction or institutional private placement; providedthat:




(a) the
Net Cash Proceeds of such debt securities shall be used to prepay Term Loans
outstanding hereunder in accordance with Section 2.05(a)(i) within three
Business Days after such Net Cash Proceeds are received;




(b) the
aggregate principal amount of such debt securities shall not exceed the
aggregate principal amount of Term Loans being prepaid plus unpaid accrued
interest thereon plus the amount of investment banking fees, underwriting or
initial purchaser discounts, original issue discounts, commissions, costs and
other out-of-pocket expenses and other customary expenses incurred in connection
with the issuance of such debt securities;




(c) such
debt securities (i) shall not have a final maturity earlier than, or provide for
any scheduled repayment of principal prior to, October 31, 2012, (ii) shall not
be subject to mandatory prepayment or redemption, prepayment or redemption at
the option of the holder thereof, or similar mandatory repayment provisions,
other than those customary for debt securities issued in the capital markets or
institutional private placement markets, (iii) shall not be Guaranteed by any
Affiliate of the Borrower other than the Subsidiary Guarantors, (iv) shall not
be secured by any assets other than the Collateral and (v) shall be subject to a
Permitted Senior Secured Notes Intercreditor Agreement;




(d)
(i) the terms and conditions (including as to collateral but excluding as to
interest rate and redemption premium) of such debt securities, taken as a whole,
shall not be materially less favorable to the Loan Parties or the Lenders than
the terms and conditions set forth in this Agreement and (ii) prior to the
issuance of such debt securities, the Borrower shall deliver to the
Administrative Agent a certificate of a Responsible Officer, stating that the
Borrower has determined in good faith that such terms and conditions satisfy the
foregoing requirement; and




(e) at
the time of and after giving effect to the issuance of such debt securities, no
Event of Default shall have occurred and be continuing.




The
Permitted Senior Secured Notes shall be secured by the Collateral by amending or
modifying the Collateral Documents (which amendments or modifications may
include collateral trust arrangements pursuant to which a collateral trustee
replaces the Collateral Agent) pursuant to amendments or modifications
reasonably acceptable to the Required Lenders (it being understood that (i) any
such amendments or modifications shall be considered approved by a Lender if
made available to such Lender by the Administrative Agent (through Intralinks or
a similar facility) and such Lender is informed that such amendments and
modifications shall be considered approved by it if there is no objection within
four Business Days, and no such objection is made and (ii) such amendments and
modifications shall be deemed accepted if approved or deemed approved by the
Required Lenders).




“Permitted Senior
Secured Notes Intercreditor
Agreement” means an intercreditor or collateral trust agreement among the
Loan Parties, the Administrative Agent, the Collateral Agent, any collateral
trustee and the trustee for the holders of Permitted Senior Secured Notes, which
intercreditor or collateral trust agreement shall be reasonably acceptable to
the Required Lenders (it being understood that (a) any such intercreditor or
collateral trust agreement shall be considered approved by a Lender if made
available to such Lender by the Administrative Agent (through Intralinks or a
similar facility) and such Lender is informed that such intercreditor or
collateral trust agreement shall be considered approved by it if there is no
objection within four Business Days, and no such objection is made and (b) such
intercreditor or collateral trust agreement shall be deemed accepted if approved
or deemed approved by the Required Lenders).




(b)  Section
1.01 of the Credit Agreement is hereby further amended by revising the
definition of the term “Collateral Agent” by adding the following immediately
before the period at the end thereof:




“; provided that, if any
Permitted Senior Secured Notes are issued and a collateral trust arrangement is
implemented for purposes of sharing the benefits of the Collateral, references
in the Loan Documents to the term “Collateral Agent” shall, where appropriate,
be construed to refer to the collateral trustee with respect to such collateral
trust arrangement”.




(c)  Section
1.01 of the Credit Agreement is hereby further amended by revising the
definition of the term “Collateral Documents” by adding the following
immediately before the period at the end thereof:




“or, if
any Permitted Senior Secured Notes are outstanding and a collateral trustee is
acting as collateral agent, in favor of such collateral trustee for the benefit
of the Secured Parties and the holders of such Permitted Senior Secured
Notes”.




(d)  Section
1.01 of the Credit Agreement is hereby further amended by revising
clause (c) of the definition of the term “Consolidated Net Income” in its
entirety as follows:




“(c) any
income (loss) for such period attributable to the early extinguishment of
Indebtedness (including, without limitation, any income (loss) associated with
or resulting from Open Market Repurchases), and”




(e)  Section
1.01 of the Credit Agreement is hereby further amended by revising
clause (b)(iii) of the definition of the term “Excess Cash Flow” in its
entirety as follows:




“(iii) the
aggregate amount of all principal payments of Indebtedness of the Borrower and
the Restricted Subsidiaries (including the principal component of payments in
respect of Capitalized Leases but excluding (A) all prepayments of Loans
(including any Open Market Repurchases of Term Loans) and (B) any
prepayments made under any revolving credit facility to the extent there is not
an equivalent permanent reduction in commitments thereunder) made during such
period, except to the extent financed with the proceeds of other Indebtedness of
the Borrower or the Restricted Subsidiaries,”




(f)  Section
1.01 of the Credit Agreement is hereby further amended by revising the
definition of the term “Loan Documents” in its entirety as follows:




““Loan
Documents”
means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Subsidiary
Guaranty, (iv) the Collateral Documents, (v) each Letter of Credit Application,
(vi) the Intercreditor Agreement and (vii) any Permitted Senior Secured Notes
Intercreditor Agreement.”




(g)  Section
2.05(a)(v) of the Credit Agreement is hereby amended by inserting the following
immediately before the period at the end thereof:




“; provided that prepayments
resulting from the issuance of Permitted Senior Secured Notes shall be applied
pro rata to such remaining scheduled installments of principal”.




(h)  Section 2.05(b)(i)
of the Credit Agreement is hereby amended by inserting the following after the
words “Term Loans” in clause (B)(1) thereof:




“(other
than any Open Market Repurchases of Term Loans)”.




(i)  Section 2.05
of the Credit Agreement is hereby further amended by changing the existing
paragraph (c) to paragraph (d) and adding the following paragraph (c)
after paragraph (b) thereof:




“(c) Open Market
Repurchases.  Notwithstanding anything to the contrary
contained in this Section 2.05 or any other provision of this Agreement, the
Borrower may prepay outstanding Term Loans at a discount to par pursuant to one
or more open market repurchases on the following basis (any such prepayment, an
“Open
Market Repurchase”):




(i) Open
Market Repurchases shall be conducted within one or more periods (each such
period, an “OMR
Window”), each having a duration of two Business Days.  The
Borrower shall provide notice to each Term Lender of its intent to conduct Open
Market Repurchases, which notice shall specify the dates of the relevant OMR
Window, prior to or upon the commencement of such OMR Window.  Such
notice shall include a representation by the Borrower that there is no material
non-public information that has not been disclosed which, if made public, would
reasonably be expected to have a material positive effect on the market price of
the Term Loans subject to such Open Market Repurchases.




(ii) Each
Open Market Repurchase shall be subject to the conditions that (A) no Open
Market Repurchase shall be made after the date that is 18 months after the
Amendment No. 2 Effective Date, (B) immediately prior to and after giving
effect to such Open Market Repurchase, no Default shall have occurred and be
continuing, (C) immediately prior to and after giving effect to such Open
Market Repurchase, (x) the sum of unused Revolving Credit Commitments plus unrestricted
cash and cash equivalents held by Loan Parties shall not be less than
(y) an amount equal to the total Revolving Credit Commitments minus the outstanding
Revolving Letters of Credit and (D) the aggregate amount paid by the Borrower in
respect of all Open Market Repurchases shall not exceed $150,000,000 (excluding
related fees and expenses directly arising therefrom).




(iii) All
Term Loans prepaid by the Borrower pursuant to this Section 2.05(c) shall
be accompanied by all accrued interest on the par principal amount so prepaid
to, but not including, the date of the Open Market Repurchase.  Open
Market Repurchases shall not be subject to Section 3.05.  The par
principal amount of Term Loans prepaid pursuant to this Section 2.05(c)
shall be applied pro rata to reduce the remaining scheduled installments of
principal thereof pursuant to Section 2.07(a).




(iv) During
any OMR Window, the Borrower (i) shall not prepay a Term Loan of a Term Lender
at a price higher than a price at which it has declined to prepay a Term Loan of
any other Term Lender during such OMR Window and (ii) shall prepay on a pro rata
basis those Term Loans offered to it at the same price during such OMR Window,
if any Term Loans are prepaid at such price.




(v) At
such time that the Borrower has paid at least $15,000,000 in respect of Open
Market Repurchases (and upon each subsequent payment of at least $15,000,000 in
respect of Open Market Repurchases since disclosure was last made pursuant to
this clause (v)), the Borrower shall promptly notify the Term Lenders of the
aggregate principal amount of Term Loans prepaid pursuant to Open Market
Repurchases and of the average price paid for such Term Loans.




(vi) This
Section 2.05(c) shall neither (A) require the Borrower to undertake
any Open Market Repurchase nor (B) limit or restrict the Borrower from
making voluntary prepayments of Term Loans in accordance with
Section 2.05(a).  Section 2.13 shall not apply to any Open
Market Repurchases pursuant to this Section 2.05(c).




(vii) The
Borrower’s right to conduct Open Market Repurchases pursuant to this Section
2.05(c) shall be terminated if the Borrower is assigned a “selective default”
rating by S&P, a “limited default” rating by Moody’s or an equivalent rating
by any other nationally recognized rating agency; provided that if the Borrower
has commenced an Open Market Repurchase at the time such rating is assigned, the
Borrower shall be permitted to complete such Open Market
Repurchase.




(viii)
The Borrower may terminate its right to conduct Open Market Repurchases pursuant
to this Section 2.05(c) by delivering written notice of such termination to the
Administrative Agent.”




(j)
Section 7.01 of the Credit Agreement is hereby amended by replacing the period
at the end of clause (y) thereof with a semicolon and the word “and”, and adding
the following:




“(z) Liens
on Collateral securing Permitted Senior Secured Notes; providedthat such Liens
shall be subject to a Permitted Senior Secured Notes Intercreditor
Agreement.”




(k)
Section 7.02 of the Credit Agreement is hereby amended by deleting the word
“and” after clause (t) thereof, replacing the period at the end of
clause (u) thereof with a semicolon and the word “and”, and adding the
following:




“(v) any
Investment made with net cash proceeds of equity contributions made to the
Borrower after the Amendment No. 2 Effective Date (other than pursuant to
Section 8.05) which were contributed for the purpose of enabling the Borrower to
make such Investments and any additional Investments made with proceeds
representing a return of capital in respect of (but not exceeding the amount of)
any such Investment made with net cash proceeds of equity contributions to the
Borrower; provided that
any Investment made in reliance upon this clause (v) must be (A) made in a
Person that is organized under the Laws of the United States, any state thereof
or the District of Columbia and (B) pledged as Collateral to secure the
Obligations.”




(l)
Section 7.03 of the Credit Agreement is hereby amended by deleting the word
“and” after clause (s) thereof, changing the existing clause (t) to clause (u),
replacing “through (s)” in such clause (u) with “through (t)” and adding the
following clause (t) after clause (s) thereof:




“(t)
Permitted Senior Secured Notes; and”




(m)
Section 7.13 of the Credit Agreement is hereby amended by deleting the word
“and” after claused (f) thereof, replacing the period at the end of clause (g)
with a semicolon and the word “and”, and adding the following:




“(h)
mandatory prepayments or redemptions of Permitted Senior Secured
Notes.”




(n)
Section 9.01(c) of the Credit Agreement is hereby amended by inserting the
following after the words “Intercreditor Agreement” therein:




“and any
Permitted Senior Secured Notes Intercreditor Agreement”.




(o)
Section 9.14 of the Credit Agreement is hereby amended by adding the following
new sentence at the end thereof:




“The
Agents are also authorized to enter into any Permitted Senior Secured Notes
Intercreditor Agreement, and the parties hereto acknowledge that any such
Permitted Senior Secured Notes Intercreditor Agreement is binding upon
them.”




(p)
Section 10.08 of the Credit Agreement is hereby amended by revising clause (d)
thereof in its entirety as follows:




“(d) to
any other party to this Agreement, the Intercreditor Agreement or any Permitted
Senior Secured Notes Intercreditor Agreement;”




SECTION
2.  Representations and
Warranties.  To induce the other parties hereto to enter into
this Amendment, the Borrower hereby represents and warrants to the
Administrative Agent and to each of the Lenders that, after giving effect to
this Amendment:




(a)  The
representations and warranties of the Borrower and each other Loan Party
contained in any Loan Document are true and correct (or, in the case of
representations and warranties not qualified as to materiality, true and correct
in all material respects) on and as of the date hereof; providedthat, to the extent
that such representations and warranties specifically refer to an earlier date,
they are true and correct (or, in the case of representations and warranties not
qualified as to materiality, true and correct in all material respects) as of
such earlier date.




(b)  No
Default has occurred and is continuing.




SECTION
3.  Amendment
Fees.  The Borrower agrees to pay to the Administrative Agent
for the account of each Lender (other than a Defaulting Lender) that executes
and delivers a copy of this Amendment to the Administrative Agent (or its
counsel) at or prior to 12:00 noon New York City time, on May 1, 2009 (or
such other time or date on which the Administrative Agent and the Borrower shall
agree), an amendment fee (the “Amendment
Fees”) in an amount equal to 0.25% of the sum of (i) the principal
amount of outstanding Term Loans of such Lender, (ii) the Revolving Credit
Commitment (whether used or unused) of such Lender and (iii) the Synthetic
L/C Commitment (whether used or unused) of such Lender, in each case as of such
date; provided that the
Borrower shall have no liability for any such Amendment Fees if this Amendment
does not become effective in accordance with Section 4
below.  Such Amendment Fees shall be payable in immediately available
funds on, and subject to the occurrence of, the Amendment Effective
Date.




SECTION
4.  Conditions to
Effectiveness.  This Amendment shall become effective on the
date (the “Amendment
Effective
Date”) on which the Administrative Agent shall have received
(a) counterparts of this Amendment that, when taken together, bear the
signatures of the Borrower and the Required Lenders, and (b) the Amendment
Fees and all other amounts due and payable on or prior to the Amendment
Effective Date, including reimbursement or payment of all expenses required to
be paid or reimbursed by the Borrower in connection with this Amendment and the
Credit Agreement, in each case to the extent such expenses have been invoiced at
least one Business Day prior to the Amendment Effective Date.




SECTION
5.  Credit
Agreement.  Except as specifically amended hereby, the Credit
Agreement shall continue in full force and effect in accordance with the
provisions thereof as in existence on the date hereof.  After the
Amendment Effective Date, any reference to the Credit Agreement shall mean the
Credit Agreement as amended or modified hereby.  This Amendment shall
be a Loan Document for all purposes of the Credit Agreement and the other Loan
Documents.




SECTION
6.  APPLICABLE LAW.THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.




SECTION
7.  Counterparts.  This
Amendment may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute but
one agreement.  Delivery of an executed signature page to this
Amendment by facsimile or other customary means of electronic transmission
(e.g., “pdf”) shall be effective as delivery of a manually signed counterpart of
this Amendment.




SECTION
8.  Expenses.  The
Borrower agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP,
counsel for the Administrative Agent.




SECTION
9.  Headings.  The
Section headings used herein are for convenience of reference only, are not part
of this Amendment and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amendment.




[The
remainder of this page has been left blank intentionally.]







N WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the day and year first written
above.




TARGA
RESOURCES, INC.,




By /s/  Matthew J.
Meloy________


Name:                         Matthew
J. Meloy




Title:               Vice
President – Finance andTreasurer







CREDIT
SUISSE, CAYMAN ISLANDS


BRANCH,
individually and as Administrative Agent,




By /s/  James
Moran________________


Name:
James Moran




Title:               Managing
Director




By /s/  Nupur
Kumar________________


Name:                         Nupur
Kumar




Title:               Vice
President