Credit Agreement

AMENDMENT No. 1 (the “Amendment”) dated as

of November 18, 2005, to the Credit Agreement dated as of

October 31, 2005 (the “Credit Agreement”), among Targa

Resources, Inc. (the “Company”), each lender from time to

time party thereto 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.  Capitalized terms used but not

defined herein shall have the meanings assigned to them

in the Credit Agreement.

WHEREAS, the Company has requested, and the undersigned Lenders

and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, that the Credit Agreement be amended as provided herein;

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.   Amendment to Section 6.01(b).   Section 6.01(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(b) as soon as available, but in any event within forty-five (45) days after

the end of each of the first three (3) fiscal quarters of each fiscal year of

the Borrower (or, with respect to the third fiscal quarter of the fiscal year

2005 and the first fiscal quarter of the fiscal year 2006 only, within sixty

(60) days after the end of the respective quarter), a consolidated balance

sheet of the Borrower and its Subsidiaries as at the end of such fiscal

quarter, and the related (i) consolidated statements of income or operations

for such fiscal quarter and for the portion of the fiscal year then ended and

(ii) consolidated statements of cash flows for the portion of the fiscal year

then ended, setting forth in each case in comparative form the figures for

the corresponding fiscal quarter of the previous fiscal year and the

corresponding portion of the previous fiscal year (other than, in respect of

the Borrower and its Subsidiaries, such figures for the period from January

1, 2004 through April 15, 2004), all in reasonable detail and certified by a

Responsible Officer of the Borrower as fairly presenting in all material

respects the financial condition, results of operations, stockholders&rsquo