First Amendment to Credit Agreement dated November 18, 2005 between Targa Resources Inc., the Lenders named therein and Credit Suisse, as Administrative Agent, Swing Line Lender, Revolving L/C Issuer and Synthetic L/C Issuer

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’ equity

and cash flows of the Borrower and its Subsidiaries in accordance with

GAAP, subject only to normal year-end audit adjustments and the absence

of footnotes;”

SECTION 2.  Representations and Warranties.  The Company represents and warrants to the Administrative Agent and to each of the Lenders that, after giving effect to this Agreement:

(a)  The representations and warranties of the Company 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; provided that, 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.  Conditions to Effectiveness.  This Amendment shall become effective when the Administrative Agent shall have received (a) counterparts of this Amendment that, when taken together, bear the signatures of the Company and the Required Lenders and (b) payment of all expenses required to be paid or reimbursed by the Company under or in connection with this Amendment and the Credit Agreement, in each case to the extent such expenses have been invoiced at one Business Day prior to the date that this Amendment becomes effective.

SECTION 4.  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 date hereof, 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.  Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement.

SECTION 5.  Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 6.  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 transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

SECTION 7.  Expenses.  The Company 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 8.  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.

IN 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/ Howard M. Tate                                                                

Name:                 Howard M. Tate

Title:                 Vice President – Finance andAssistant Treasurer

CREDIT SUISSE, CAYMAN ISLANDS

BRANCH, INDIVIDUALLY AND AS

ADMINISTRATIVE AGENT,

By: /s/ James Moran__________________

Name:                 James Moran

Title:                 Managing Director

By: /s/ Gregory S. Richards

Name:                 Gregory S. Richards

Title:                 Associate