exv10w4



 




EXHIBIT 10.4



CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT




     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).



RECITALS




     WHEREAS, Holdings and MLP have heretofore entered into that certain Purchase and Sale
Agreement dated September 18, 2007, as amended, providing for the sale by Holdings (or its
affiliates) to MLP (or its affiliates) of the (i) limited partner interests in Targa Texas Field
Services LP, a Delaware limited partnership (“TTFS LP Interest”), (ii) the limited liability
company interests in Targa Resources Texas GP LLC, a Delaware limited liability company (“TRTGP
Interest”) and (iii) the limited liability company interests in Targa Louisiana Field Services LLC,
a Delaware limited liability company (“TLFS Interest”).



     WHEREAS, Holdings desires to effect an internal reorganization pursuant to which (i) Targa TX
PS would become the record and beneficial owner of the TTFS LP Interest and the TRTGP Interest and
(ii) Targa LA PS would become the record and beneficial owner of the TLFS Interest;



     WHEREAS, following such internal reorganization, (i) Targa TX PS will convey, transfer and
assign the TTFS LP Interest and the TRTGP Interest to TNT GP and (ii) Targa LA PS will convey,
transfer and assign the TLFS Interest to TNT GP, as more particularly provided herein;



     WHEREAS, in order to accomplish the objectives and purposes in the preceding recitals, the
following actions have been taken prior to the date hereof:




1. Holdings formed Targa TX LLC under the terms of the Delaware Limited Liability Company
Act (the “Delaware LLC Act”), and contributed $1,000 in exchange for all of the member
interests in Targa TX LLC.




2. Holdings and Targa TX LLC formed Targa TX PS under the terms of the Delaware Revised
Uniform Limited Partnership Act (“Delaware LP Act”), to which Holdings contributed $990 for
a 99% limited partnership interest in Targa TX PS and Targa TX LLC contributed $10 in
exchange for a 1% general partner interest in Targa TX PS.




3. Holdings formed Targa LA LLC under the terms of the Delaware LLC Act and contributed
$1,000 in exchange for all of the member interests in Targa LA LLC;




4. Holdings and Targa LA LLC formed Targa LA PS under the terms of the Delaware LP Act, to
which Holdings contributed $990 for a 99% limited partner interest in Targa LA PS and Targa
LA LLC contributed $10 in exchange for a 1% general partner interest in Targa LA PS.



     NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the
Parties undertake and agree as follows:



- 1 -









 





ARTICLE 1

CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS

RELATING TO TEXAS SYSTEMS




     Section 1.1 Contribution by Holdings of the TTFS LP Interest to Targa TX PS. Holdings hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Targa TX PS,
its successors and assigns, for its and their own use forever, all right, title and interest in and
to the TTFS LP Interest and Targa TX PS hereby accepts the TTFS LP Interest, and agrees to be the
limited partner in Targa Texas Field Services LP.



     Section 1.2 Contribution by Holdings of the TRTGP Interest to Targa TX LLC. Holdings hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Targa TX LLC,
its successors and assigns, for its and their own use forever, all right, title and interest in and
to the TRTGP Interest and Targa TX LLC hereby accepts the TRTGP Interest and agrees to be the
member of Targa Resources Texas GP LLC.



     Section 1.3 Contribution by Targa TX LLC of the TRTGP Interest to Targa TX PS. Targa TX LLC
hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Targa
TX PS, its successors and assigns, for its and their own use forever, all right, title and interest
in and to the TRTGP Interest and Targa TX PS hereby accepts the TRTGP Interest and agrees to be the
member of Targa Resources Texas GP LLC.



ARTICLE 2

CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS

RELATING TO LOUISIANA SYSTEMS




     Section 2.1 Contribution by Holdings of the TLFS Interest to Targa LA LLC and Targa LA PS.
Holdings hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers
to (i) Targa LA LLC, its successors and assigns, for its and their own use forever, all right,
title and interest in and to a 1% undivided interest in the TLFS Interest, and (ii) Targa LA PS,
its successors and assigns, for its and their own use forever, all right, title and interest in and
to an undivided 99% interest in the TLFS Interest. Each of Targa LA LLC and Targa LA PS accept
such conveyance of interest in the TLFS Interest and agree to be a member of Targa Louisiana Field
Services LLC.



     Section 2.2 Contribution by Targa LA LLC of its undivided 1% interest in the TLFS Interest to
Targa LA PS. Targa LA LLC hereby grants, contributes, bargains, conveys, assigns, transfers, sets
over and delivers to Targa LA PS, its successors and assigns, for its and their own use forever,
all right, title and interest in and to its 1% undivided interest in the TLFS Interest. Targa LA
PS accepts such conveyance of interest and agrees to be the member of Targa Louisiana Field
Services LLC.



ARTICLE 3

ASSIGNMENT AND ASSUMPTION

OF PURCHASE AGREEMENT




     Section 3.1 Assignment of Purchase Agreement. MLP hereby assigns to TNT GP all of its rights
under the Purchase Agreement to purchase the TTFS LP Interest, the TRTGP Interest and the TLFS
Interest from Holdings or its designated affiliates, and TNT GP hereby assumes (without any release
or novation of MLP) all of such obligations of MLP under the Purchase Agreement.



     Section 3.2 Assignment of Obligations under the Purchase Agreement with regard to the sale of
the TTFS Interest and the TRTGP Interest. Holdings hereby assigns to Targa TX PS all of its
obligations under the Purchase Agreement to sell the TTFS LP Interest and TRTGP Interest to MLP or
its designated affiliates, and Targa TX PS hereby assumes (without any release or novation of
Holdings) all of such obligations of Holdings under the Purchase Agreement.



     Section 3.3 Assignment of Obligations under the Purchase Agreement with regard to the sale of
the TLFS Interest. Holdings hereby assigns to Targa LA PS all of its obligations under the
Purchase Agreement to sell the TLFS Interest to MLP or its designated affiliates, and Targa LA PS
hereby assumes (without any release or novation of Holdings) all such obligations of Holdings under
the Purchase Agreement.



- 2 -









 





ARTICLE 4

FURTHER ASSURANCES




     From time to time after the Effective Time, 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 5

EFFECTIVE TIME




     Notwithstanding anything contained in this Agreement to the contrary, none of the provisions
of Article 1, Article 2 or Article 3 of this Agreement shall be operative or have any effect until
the Effective Time, at which time all the provisions of Article 1, Article 2 and Article 3 of this
Agreement shall be effective and operative without further action by any party hereto.



ARTICLE 6

MISCELLANEOUS




     Section 6.1 Headings; References; Interpretation. 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. The words “hereof,” “herein” and “hereunder” and
words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and
not to any particular provision of this Agreement. All references herein to Articles and Sections
shall, unless the context requires a different construction, be deemed to be references to the
Articles and Sections of this Agreement. All personal pronouns used in this Agreement, whether used
in the masculine, feminine or neuter gender, shall include all other genders, and the singular
shall include the plural and vice versa. The use herein of the word “including” following any
general statement, term or matter shall not be construed to limit such statement, term or matter to
the specific items or matters set forth immediately following such word or to similar items or
matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”,
or words of similar import) is used with reference thereto, but rather shall be deemed to refer to
all other items or matters that could reasonably fall within the broadest possible scope of such
general statement, term or matter.



     Section 6.2 Successors and Assigns. The Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and assigns.



     Section 6.3 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 6.4 Counterparts. This Agreement may be executed in any number of counterparts, all of
which together shall constitute one agreement binding on the parties hereto.



     Section 6.5 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 6.6 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



- 3 -









 




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 6.7 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 and shall be designated on its face as an Amendment to this Agreement.



     Section 6.8 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
hereto after the date of this Agreement.



     Section 6.9 Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable
law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets
and interests referenced herein.



[Signature Pages Follow]




- 4 -









 








     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date
first above written.



	 	 	 	 	 
	 	Targa Resources Partners LP





By: Targa Resources GP LLC,

        its general partner

 	 
	 	By:  	/s/ Rene R. Joyce
 	 
	 	 	Rene R. Joyce 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	Targa Resources Holdings LP





By: Targa Resources Holdings GP LLC,

        its general partner

 	 
	 	By:  	/s/ Rene R. Joyce
 	 
	 	 	Rene R. Joyce 	 
	 	 	Chief Executive Officer 	 
	 
	 	Targa TX LLC

 	 
	 	By:  	/s/ Rene R. Joyce
 	 
	 	 	Rene R. Joyce 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	Targa TX PS LP





By: Targa TX LLC,

        its general partner

 	 
	 	By:  	/s/ Rene R. Joyce
 	 
	 	 	Rene R. Joyce 	 
	 	 	Chief Executive Officer 	 



- 5 -









 






	 	 	 	 	 



	 	 	 	 	 
	 	Targa LA LLC

 	 
	 	By:  	/s/ Rene R. Joyce
 	 
	 	 	Rene R. Joyce 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	Targa LA PS LP





By: Targa LA LLC,

        its general partner

 	 
	 	By:  	/s/ Rene R. Joyce
 	 
	 	 	Rene R. Joyce 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	Targa North Texas GP LLC

 	 
	 	By:  	/s/ Rene R. Joyce
 	 
	 	 	Rene R. Joyce 	 
	 	 	Chief Executive Officer 	 
	 




- 6 -