0000950123-10-106310 Sample Contracts

TARGA RESOURCES CORP. 13,750,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 16th, 2010 • Targa Resources Corp. • Natural gas transmission • New York

This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Targa Resources Corp. (the “Company”), the Selling Stockholders that are parties thereto (the “Selling Stockholders”) and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of common stock, $0.001 par value per share of the Company (the “Shares”).

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • November 16th, 2010 • Targa Resources Corp. • Natural gas transmission • New York

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 12, 2010, is entered into by and among TRI RESOURCES INC. (f/k/a/ Targa Resources Inc.), a Delaware corporation (the “Borrower”) and the lenders under the Credit Agreement (as defined below) party hereto (the “Lenders”).

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