AMENDMENT TO PURCHASE AND SALE AGREEMENT
Exhibit
2.2
AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into this
1st day of October, 2007, by and between Targa Resources Holdings LP (“Seller”)
and Targa Resources Partners LP (“Buyer”) as follows:
WHEREAS Seller and Buyer have heretofore entered into that certain Purchase and Sale Agreement
dated September 18, 2007 (the “Purchase and Sale Agreement”) providing for the acquisition
by Buyer from Seller of certain entities which own Seller’s Texas Gathering System and Louisiana
Gathering System (as defined in the Purchase and Sale Agreement);
WHEREAS, Seller and Buyer desire now to amend subsection (iii) of Section 2.2 of the Purchase
and Sale Agreement to make clear how the purchase price will be calculated under Section 2.2;
NOW THEREFORE, in consideration of the agreements herein, the parties agree as follows:
1. Amendment. Section 2.2 of the Purchase and Sale Agreement is hereby amended to read in
its entirety as follows:
“Section 2.2 Purchase Price. The consideration payable by Buyer to Seller for
the Purchased Interests (the “Purchase Price”) shall be the cash amount calculated
as (i) Seven Hundred Five Million Dollars ($705,000,000) plus (ii) any Hedge
Transfer Breakup Costs minus (iii) an amount calculated as (x) the aggregate
offering price of common units sold by Buyer to provide proceeds to acquire the
Purchased Interests divided by .98 times (y) .02. The purchase price reduction in
subsection (iii) above gives effect to and recognizes a deemed capital contribution
by the general partner of Buyer to Buyer in such amount at the Closing.”
2. Limited Effect. Except as amended hereby, the Agreement shall remain in force and
effect in accordance with its terms as currently written.
3. Miscellaneous. THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. This
Amendment may be executed by facsimile and in counterparts and each counterpart when taken together
will constitute one agreement.
[Signature Page to Follow]
IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the date
first written above.
TARGA RESROUCES HOLDINGS LP
| By: | Targa Resources Holdings GP LLC, its general partner |
| By: | /s/ Xxxx X. Xxxxx |
Name: Xxxx X. Xxxxx
Title: Chief Executive Officer
Title: Chief Executive Officer
| By: | Targa Resources GP LLC, its general partner |
| By: | /s/ Xxx Xxx Xxxxxxx |
Name: Xxx Xxx Xxxxxxx
Title: President
Title: President
