CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Exhibit 10.1
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of
August 25, 2010, is entered into by and among TARGA VERSADO HOLDINGS LP, a Delaware limited
partnership (“Versado Holdings LP”), TARGA RESOURCES PARTNERS LP, a Delaware limited
partnership (the “Partnership”), and TARGA NORTH TEXAS GP LLC, a Delaware limited liability
company (“TNT GP”). The parties to this Agreement are collectively referred to herein as
the “Parties.” Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Purchase Agreement (as defined below).
RECITALS
WHEREAS, Versado Holdings LP and the Partnership have heretofore entered into that certain
Purchase and Sale Agreement dated as of August 6, 2010 (the “Purchase Agreement”),
providing for the sale by Versado Holdings LP to the Partnership of: (i) 100% of the limited
partner interests in Targa Versado LP (“Versado LP Interests”) and (ii) 100% of the limited
liability company interests in Targa Versado GP LLC (“Versado GP Interests”); and
WHEREAS, pursuant to the terms of the Purchase Agreement, Versado Holdings LP shall sell,
convey, transfer and assign the Versado LP Interests and the Versado GP Interests (collectively,
the “Purchased Interests”) to TNT GP, a subsidiary of the Partnership;
NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the
Parties undertake and agree as follows:
ARTICLE 1
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
RELATING TO THE PURCHASED INTERESTS
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
RELATING TO THE PURCHASED INTERESTS
Section 1.1 Contribution by Versado Holdings LP of the Versado LP Interests and the Versado GP
Interests to TNT GP. Versado Holdings LP hereby grants, contributes, bargains, conveys, assigns,
transfers, sets over and delivers to TNT GP, its successors and assigns, for its and their own use
forever, all right, title and interest in and to the Versado LP Interests and the Versado GP
Interests, and TNT GP hereby accepts the Versado LP Interests and the Versado GP Interests and
agrees to be the sole member of Versado GP and the limited partner of Versado LP.
ARTICLE 2
FURTHER ASSURANCES
FURTHER ASSURANCES
Section 2.1 From time to time after the date first above written, and without any further
consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds,
assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other
documents, and will do all such other acts and things, all in accordance with applicable law, as
may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the
properties, rights, titles, interests, estates, remedies, powers and privileges granted by this
Agreement, or which are intended to be so granted, or (b) more fully and effectively to vest in the
applicable Parties and their respective successors and assigns beneficial and record title to
the interests contributed and assigned by this Agreement or intended so to be and to more
fully and effectively carry out the purposes and intent of this Agreement.
ARTICLE 3
MISCELLANEOUS
MISCELLANEOUS
Section 3.1 Headings. All Article and Section headings in this Agreement are for convenience
only and shall not be deemed to control or affect the meaning or construction of any of the
provisions hereof.
Section 3.2 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and assigns.
Section 3.3 No Third Party Rights. The provisions of this Agreement are intended to bind the
Parties as to each other and are not intended to and do not create rights in any other person or
confer upon any other person any benefits, rights or remedies and no person is or is intended to be
a third-party beneficiary of any of the provisions of this Agreement.
Section 3.4 Counterparts. This Agreement may be executed in any number of counterparts, all of
which together shall constitute one agreement binding on the Parties.
Section 3.5 Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware applicable to contracts made and to be performed wholly
within such state without giving effect to conflict of law principles thereof.
Section 3.6 Severability. If any of the provisions of this Agreement are held by any court of
competent jurisdiction to contravene, or to be invalid under, the laws of any political body having
jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate
the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the
particular provision or provisions held to be invalid and an equitable adjustment shall be made and
necessary provision added so as to give effect to the intention of the Parties as expressed in this
Agreement at the time of execution of this Agreement.
Section 3.7 Amendment or Modification. This Agreement may be amended or modified from time to
time only by the written agreement of all the Parties. Each such instrument shall be reduced to
writing.
Section 3.8 Conflicts. Nothing in this Agreement shall be construed as an agreement to assign
any asset, or any interest therein, that is subject to any agreement that, by its terms or pursuant
to applicable law, is not capable of being sold, assigned, transferred, conveyed or delivered
without the consent or waiver of a third party or a governmental authority unless and until such
consent or waiver shall be given.
Section 3.9 Integration. This Agreement and the instruments referenced herein supersede all
previous understandings or agreements among the Parties, whether oral or written, with respect to
their subject matter. This document and such instruments contain the entire understanding of the
Parties with respect to the subject matter hereof and thereof. No understanding, representation,
promise or agreement, whether oral or written, is intended to be or
shall be included in or form part of this Agreement unless it is contained in a written
amendment hereto executed by the Parties after the date of this Agreement.
Section 3.10 Deed; Xxxx of Sale; Assignment. To the extent required and permitted by
applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of
the assets and interests referenced herein.
[Signature page follows]
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties as of the date first
above written.
TARGA VERSADO HOLDINGS LP By: Targa Versado Holdings GP LLC, its general partner |
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By: | /s/ Xxxx X. Xxxxx | |||
Xxxx X. Xxxxx | ||||
Chief Executive Officer | ||||
TARGA RESOURCES PARTNERS LP By: Targa Resources GP LLC, its general partner |
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By: | /s/ Xxx Xxx Xxxxxxx | |||
Xxx Xxx Xxxxxxx | ||||
President | ||||
TARGA NORTH TEXAS GP LLC |
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By: | /s/ Xxx Xxx Xxxxxxx | |||
Xxx Xxx Xxxxxxx | ||||
President | ||||