TARGA RESOURCES PARTNERS LP 13,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 2007 • Targa Resources Partners LP • 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 Partners LP (the “Partnership”), Targa Resources GP LLC, Targa Resources Operating LP, Targa Resources Operating GP LLC and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of units, representing limited partner interests (the “Partnership Units”), in the Partnership.
AMENDED AND RESTATED OMNIBUS AGREEMENT among TARGA RESOURCES, INC. TARGA RESOURCES GP LLC and TARGA RESOURCES PARTNERS LPOmnibus Agreement • October 24th, 2007 • Targa Resources Partners LP • Natural gas transmission
THIS AMENDED AND RESTATED OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, October 24, 2007, and is by and among Targa Resources, Inc., a Delaware corporation (“Targa”), Targa Resources LLC, Targa Resources GP LLC, a Delaware limited liability company (the “General Partner”) and Targa Resources Partners LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
COMMITMENT INCREASE SUPPLEMENTCommitment Increase Supplement • October 24th, 2007 • Targa Resources Partners LP • Natural gas transmission
This COMMITMENT INCREASE SUPPLEMENT (the “Commitment Increase Supplement”) is made as of October 24, 2007 by and among TARGA RESOURCES PARTNERS LP, a Delaware limited partnership (the “Borrower”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swing Line Lender and L/C Issuer and the parties signatory hereto as the Increasing Lenders (hereinafter defined) and the New Lenders (hereinafter defined).
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 24th, 2007 • Targa Resources Partners LP • Natural gas transmission • Texas
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:
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 24th, 2007 • Targa Resources Partners LP • Natural gas transmission • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called the “Amendment”) made as of October 24, 2007 by and among Targa Resources Partners LP, a Delaware limited partnership (the “Borrower”), Bank of America, N.A., as Administrative Agent (“Administrative Agent”), Collateral Agent, Swing Line Lender and L/C Issuer, and each Lender party hereto (collectively the “Lenders” and individually, a “Lender”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENTContribution, Conveyance and Assumption Agreement • October 24th, 2007 • Targa Resources Partners LP • Natural gas transmission • Delaware
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (“Agreement”), dated as of October 24, 2007, is entered into by and among TARGA RESOURCES PARTNERS LP, a Delaware limited partnership (“MLP”), TARGA RESOURCES HOLDINGS LP, a Delaware limited partnership (“Holdings”), TARGA TX LLC, a Delaware limited liability company (“Targa TX LLC”), TARGA TX PS LP, a Delaware limited partnership (“Targa TX PS”), TARGA LA LLC, a Delaware limited liability company (“Targa LA LLC”), TARGA LA PS LP, a Delaware limited partnership (“Targa LA PS”), 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 herein shall have the meanings assigned to such terms in the Purchase Agreement (as defined below).
