AMENDMENT No. 2 to the Credit Agreement

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.

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; provided that:

(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 Intercr