exhibit10_34.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    


    
      	
               

               

              AMENDED
      AND RESTATED

               

              OMNIBUS
      AGREEMENT

              among

              TARGA
      RESOURCES, INC.

              TARGA
      RESOURCES GP LLC

              and

              TARGA
      RESOURCES PARTNERS LP

               

               

            
	 
      


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    AMENDED
AND RESTATED

     

    OMNIBUS
AGREEMENT

     

    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.”

     

    R
E C I T A L S:

     

    1.           The
Parties entered into that certain Omnibus Agreement, dated and effective as of
the Closing Date (as defined herein) (the "Current Agreement"), to (i)
evidence their agreement with respect to the amount to be paid by the
Partnership for certain general and administrative services to be performed by
Targa and its Affiliates as well as direct expenses, including operating
expenses, incurred by Targa and its Affiliates for and on behalf of the
Partnership Group (as defined herein) and (ii) evidence their agreement with
respect to certain indemnification obligations of the Parties.

     

    2.           The
Parties desire to amend and restate the Current Agreement to, among other
things, reflect the purchase of the SAOU/LOU Business (as defined herein) by the
Partnership from certain Affiliates of Targa.

     

    In
consideration of the agreements contained herein, and for other good and
valuable consideration, the Parties hereby amend and restate the Current
Agreement as follows:

     

    ARTICLE
I

     

    Definitions

     

    1.1 Definitions.

     

    As used
in this Agreement, the following terms shall have the respective meanings set
forth below:

     

    “Affiliate” is defined in the
Partnership Agreement.

     

     “Closing Date” means
the date of the closing of the Partnership’s initial public offering of Common
Units.

     

    “Common Units” is defined in
the Partnership Agreement.

     

    “Conflicts Committee” is
defined in the Partnership Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Covered Environmental Losses”
means all environmental losses, damages, liabilities, claims, demands,
causes of action, judgments, settlements, fines, penalties, costs and expenses
(including, without limitation, costs and expenses of any Environmental
Activity, court costs and reasonable attorney’s and experts’ fees) of any and
every kind or character, by reason of or arising out of:

     

    (i)           any
violation or correction of violation of Environmental Laws, including without
limitation performance of any Environmental Activity; or

     

    (ii)           any
event, omission or condition associated with ownership or operation of the North
Texas Assets relating to Environmental Activities (including, without
limitation, the exposure to or presence of Hazardous Substances on, under, about
or migrating to or from the North Texas Assets or the exposure to or release of
Hazardous Substances arising out of operation of the North Texas Assets)
including, without limitation, (A) the cost and expense of any Environmental
Activities, (B) the cost or expense of the preparation and implementation of any
closure, remedial or corrective action or other plans required or necessary
under Environmental Laws and (C) the cost and expense for any environmental or
toxic tort pre-trial, trial or appellate legal or litigation support work; provided, in the case of
clauses (A) and (B), such cost and expense shall not include the costs
associated with project management and soil and ground water
monitoring.

     

     “CPI Index” is defined
in Section 2.1(c) of this Agreement.

     

    “Environmental Activities”
shall mean any investigation, study, assessment, evaluation, sampling, testing,
monitoring, containment, removal, disposal, closure, corrective action,
remediation (regardless of whether active or passive), natural attenuation,
restoration, bioremediation, response, repair, corrective measure, cleanup or
abatement that is required or necessary under any applicable Environmental Law,
including, but not limited to, institutional or engineering controls or
participation in a governmental voluntary cleanup program to conduct voluntary
investigatory and remedial actions for the clean-up, removal or remediation of
Hazardous Substances that exceed actionable levels established pursuant to
Environmental Laws, or participation in a supplemental environmental project in
partial or whole mitigation of a fine or penalty.

     

    “Environmental Laws” means all
federal, state, and local laws, statutes, rules, regulations, orders, judgments,
ordinances, codes, injunctions, decrees, Environmental Permits and other legally
enforceable requirements and rules of common law relating to (a) pollution or
protection of the environment or natural resources including, without
limitation, the federal Comprehensive Environmental Response, Compensation and
Liability Act, the Superfund Amendments and Reauthorization Act, the Resource
Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe
Drinking Water Act, the Toxic Substances Control Act, the Oil Pollution Act of
1990, the Hazardous Materials Transportation Act, the Marine Mammal Protection
Act, the Endangered Species Act, the National Environmental Policy Act and other
environmental conservation and protection laws, each as amended through the
Closing Date, (b) any release or threatened release of, or any exposure of any
Person or property to, any

     


    
      
        
          


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    Hazardous
Substances and (c) the generation, manufacture, processing, distribution, use,
treatment, storage, transport or handling of any Hazardous
Substances.

     

    “Environmental Permit” means
any permit, approval, identification number, license, registration, consent,
exemption, variance or other authorization required under or issued pursuant to
any applicable Environmental Law.

     

    “G&A Expenses Limit” is
defined in Section 2.1(c) of this Agreement.

     

    “General Partner” is defined
in the introduction to this Agreement.

     

    “Hazardous Substance” means
(a) any substance that is designated, defined or classified as a hazardous
waste, solid waste, hazardous material, pollutant, contaminant or toxic or
hazardous substance, or terms of similar meaning, or that is otherwise regulated
under any Environmental Law, including, without limitation, any hazardous
substance as defined under the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, (b) oil as defined in the Oil
Pollution Act of 1990, as amended, including oil, gasoline, natural gas, fuel
oil, motor oil, waste oil, diesel fuel, jet fuel and other refined petroleum
hydrocarbons and petroleum products and (c) radioactive materials, asbestos
containing materials or polychlorinated biphenyls.

     

    “Indemnified Party” means
each Partnership Group Member and Targa in their capacities as parties entitled
to indemnification in accordance with Article III.

     

    “Indemnifying Party” means
each of Targa and the Partnership Group, as the case may be, in their capacity
as the parties from whom indemnification may be required in accordance with
Article III.

     

     “Limited Partner” is
defined in the Partnership Agreement.

     

    “Losses” means all losses,
damages, liabilities, claims, demands, causes of action, judgments, settlements,
fines, penalties, costs and expenses (including, without limitation, court costs
and reasonable attorney’s and experts’ fees) of any and every kind or
character.

     

    “North Texas Assets” means
the gathering and processing assets to be contributed to the Partnership in
connection with its initial public offering and as more completely described in
the Registration Statement and includes the pipelines, processing plants or
related equipment or assets, or portions thereof, conveyed, contributed or
otherwise transferred or intended to be conveyed, contributed or otherwise
transferred to any member of the Partnership Group, or owned by or necessary for
the operation of the business, properties or assets of any member of the
Partnership Group, prior to or as of the Closing Date.

     

    “Partnership” is defined in
the introduction to this Agreement.

     


    
      
        
          


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    “Partnership Agreement” means
the First Amended and Restated Agreement of Limited Partnership of Targa
Resources Partners LP, dated as of the Closing Date, as such agreement is in
effect on the Closing Date, to which reference is hereby made for all purposes
of this Agreement.  No amendment or modification to the Partnership
Agreement subsequent to the Closing Date shall be given effect for the purposes
of this Agreement unless such amendment receives the approval required pursuant
to Section 4.5 hereof.

     

    “Partnership Entities” means
the General Partner and each member of the Partnership Group.

     

    “Partnership Group” means the
Partnership and its Subsidiaries treated as a single consolidated
entity.

     

    “Partnership Group Member”
means any member of the Partnership Group.

     

    “Partnership Indemnitee”
shall mean any Person who is an Indemnitee (as defined in the Partnership
Agreement); provided, that the term “Partnership Indemnitee” shall exclude Targa
and any Affiliate of Targa which is not a member of the Partnership
Group.

     

     “Party” and “Parties” are defined in the
introduction to this Agreement.

     

    “Person” means an individual
or a corporation, limited liability company, partnership, joint venture, trust,
business trust, employee benefit plan, unincorporated organization, association,
government agency or political subdivision thereof or other entity.

     

    “Registration Statement” means
the Registration Statement on Form S-1 (Registration No. 333-138747) filed with
the Securities and Exchange Commission with respect to the proposed initial
public offering of Common Units by the Partnership.

     

    “Subsidiary” means, with
respect to any Person, (a) a corporation of which more than 50% of the voting
power of shares entitled (without regard to the occurrence of any contingency)
to vote in the election of directors or other governing body of such corporation
is owned, directly or indirectly, at the date of determination, by such Person,
by one or more Subsidiaries of such Person or a combination thereof, (b) a
partnership (whether general or limited) in which such Person or a Subsidiary of
such Person is, at the date of determination, a general or limited partner of
such partnership, but only if more than 50% of the partnership interests of such
partnership (considering all of the partnership interests of the partnership as
a single class) is owned, directly or indirectly, at the date of determination,
by such Person, by one or more Subsidiaries of such Person, or a combination
thereof, or (c) any other Person (other than a corporation or a partnership) in
which such Person, one or more Subsidiaries of such Person, or a combination
thereof, directly or indirectly, at the date of determination, has (i) at least
a majority ownership interest or (ii) the power to elect or direct the election
of a majority of the directors or other governing body of such
Person.

     


    
      
        
          


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    “Targa” is defined in the
introduction to this Agreement.

     

    ARTICLE
II

     

    Reimbursement
Obligations

     

    2.1 Reimbursement
for Allocated General and Administrative Expenses; Limitations on
Reimbursement.

     

    (a) Targa
hereby agrees to continue to provide the Partnership Group with certain general
and administrative services, such as legal, accounting, treasury, insurance,
risk management, health, safety and environmental, information technology, human
resources, credit, payroll, internal audit, taxes, engineering and
marketing.  These general and administrative services shall be
substantially identical in nature and quality to the services of such type
previously provided by Targa in connection with their management and operation
of the North Texas
Assets prior to their acquisition by the Partnership.  In the
event that the Partnership Group makes any acquisitions of assets or businesses
from Targa or its Affiliates during the first three years following the Closing
Date, Targa will similarly provide general and administrative services that are
substantially identical in nature and quality to the services of such type
previously provided by Targa in connection with their management and operation
of such assets or businesses prior to their acquisition by the
Partnership.

     

    (b) Subject
to the provisions of Section 2.1(c) below, the Partnership Group hereby agrees
to reimburse Targa for all expenses and expenditures Targa or its Affiliates
incur or payments they make on behalf of the Partnership Group for these general
and administrative services.

     

    (c) The
amount for which Targa shall be entitled to reimbursement from the Partnership
Group pursuant to Section 2.1(b) for general and administrative expenses shall
not exceed $5.0 million annually for a period of three (3) years following the
Closing Date (the “G&A
Expenses Limit”).  Following the first anniversary of this
Agreement, the G&A Expenses Limit shall be increased annually over the next
two years by the percentage increase in the Consumer Price Index – All Urban
Consumers, U.S. City Average, Not Seasonally Adjusted for the applicable year
(the “CPI
Index”).  In making such adjustment, the G&A Expenses Limit
shall be increased on the first anniversary of this Agreement by the CPI Index
for the prior year period based on the most recent information available from
the U.S. Department of Labor and similarly increased on the second anniversary
of this Agreement by the CPI Index for the prior year period.  In the
event that the Partnership Group makes any acquisitions of assets or businesses
or the business of the Partnership Group otherwise expands during the first
three years following the Closing Date, then the G&A Expenses Limit shall be
appropriately increased in order to account for adjustments in the nature and
extent of the general and administrative services by Targa to the Partnership
Group, with any such increase in the G&A Expenses Limit subject to the
approval of the Conflicts Committee.  From and after the date first
set forth above, the G&A Expenses Limit is increased by the actual amount of
general and administrative expenses allocated by Targa for the services provided
to Targa Texas Field Services LP and Targa Louisiana Field Services LLC (the
“SAOU/LOU Business”), according to the allocation methodology utilized by
Targa.  After the third anniversary of the Closing Date, the G&A
Expenses Limit will no longer apply and the General Partner will determine the
amount of

     


    
      
        
          


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    general
and administrative expenses that will be properly allocated to the Partnership
in accordance with the terms of the Partnership Agreement.  The
G&A Expenses Limit shall not apply to reimbursement for direct expenses of
the Partnership as provided in Section 2.2.

     

    2.2 Reimbursement
for Direct Expenses.

     

    (a) The
Partnership Group hereby agrees to reimburse Targa and its Affiliates for all
direct expenses and expenditures they incur or payments they make on behalf of
the Partnership Group, including, but not limited to, (i) salaries of
operational personnel performing services on the Partnership Group’s behalf, the
cost of employee benefits for such personnel and general and administrative
expense associated with such personnel, (ii) capital expenditures, (iii)
maintenance and repair costs, (iv) taxes and (v) direct expenses, including
operating expenses and certain allocated operating expenses, associated with the
ownership and operation of the North Texas Assets and the SAOU/LOU
Business.

     

    (b) The
Partnership Group hereby agrees to reimburse Targa and its Affiliates for all
expenses and expenditures they incur or payments they make as a result of the
Partnership becoming a publicly traded entity, including costs associated with
annual and quarterly reports, tax return and Schedule K-1 preparation and
distribution, independent auditor fees, registrar and transfer agent fees, legal
fees and independent director compensation.

     

    (c) The
obligation of the Partnership Group to reimburse Targa and its Subsidiaries
pursuant to this Section 2.2 shall not be subject to any monetary limitation,
including the G&A Expenses Limit contained in Section 2.1.

     

    ARTICLE
III

     

    Indemnification

     

    3.1 Environmental
Indemnification.

     

    (a) Subject
to the provisions of Section 3.3, Targa shall indemnify, defend and hold
harmless the Partnership Group and the Partnership Indemnitees from and against
any Covered Environmental Losses suffered or incurred by the Partnership Group
or any Partnership Indemnitee relating to the North Texas Assets for a period of
three (3) years from the Closing Date but only to the extent such violations,
corrections, events or conditions occurred on or before the Closing Date; provided, however, that such
indemnity shall not apply to any Covered Environmental Losses reserved on the
books of the Partnership Group as of the Closing Date.

     

    (b) The
Partnership Group shall indemnify, defend and hold harmless Targa and its
Affiliates, other than any Partnership Group Member, from and against any
Covered Environmental Losses suffered or incurred by Targa and its Affiliates,
other than any Partnership Group Member, relating to the North Texas Assets
occurring after the Closing Date except to the extent that the Partnership Group
is indemnified with respect to any of such Covered Environmental Losses under
Section 3.1(a).

     

    (c) The
aggregate liability of Targa under Section 3.1(a) shall not exceed $10.0
million.

     


    
      
        
          


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    (d) No claims
may be made against Targa for indemnification pursuant to Section 3.1(a) unless
the aggregate dollar amount of the Losses suffered or incurred by the
Partnership Group or Partnership Indemnitees exceed $250,000, after such time
Targa shall be liable for the full amount of such claims, subject to the
limitations of Section 3.1(c).

     

    (e) Notwithstanding
anything herein to the contrary, in no event shall Targa have any
indemnification obligations under this Agreement for claims made as a result of
additions to or modifications of Environmental Laws promulgated after the
Closing Date.

     

    3.2 Additional
Indemnification

     

    (a) Subject
to the provisions of Section 3.3, Targa shall indemnify, defend and hold
harmless the Partnership Group and the Partnership Indemnitees from and against
any Losses suffered or incurred by the Partnership Group or any Partnership
Indemnitee by reason of or arising out of:

     

    (i) the
failure of the Partnership Group to be the owner of valid and indefeasible
easement rights, leasehold and/or fee ownership interests in and to the lands on
which are located any North Texas Assets, and such failure renders the
Partnership Group liable or unable to use or operate the North Texas Assets in
substantially the same manner that the North Texas Assets were used and operated
by Targa and its Affiliates immediately prior to the Closing Date as described
in the Registration Statement;

     

    (ii) the
failure of the Partnership Group to have on the Closing Date any consent or
governmental permit necessary to allow (i) the transfer of any of the North
Texas Assets to the Partnership Group on the Closing Date or (ii) any such North
Texas Assets to cross the roads, waterways, railroads and other areas upon which
any such North Texas Assets are located as of the Closing Date, and any such
failure specified in such clause (ii) renders the Partnership Group unable to
use or operate the North Texas Assets in substantially the same manner that the
North Texas Assets were owned and operated by Targa and its Affiliates
immediately prior to the Closing Date as described in the Registration
Statement;

     

    (iii) all
federal, state and local income tax liabilities attributable to the ownership or
operation of the North Texas Assets prior to the Closing Date, including any
such income tax liabilities of Targa and its Affiliates that may result from the
consummation of the formation transactions for the Partnership Group occurring
on or prior to the Closing Date; and

     

    (iv) all
pending legal actions as of the Closing Date against one or more Partnership
Group Members involving or otherwise relating to the North Texas
Assets;

     


    
      
        
          


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    provided, however, that, in the case of
clauses (i), (ii) and (iv) above, such indemnification obligations shall survive
for three (3) years from the Closing Date; and that in the case of clause (iii)
above, such indemnification obligations shall survive after the expiration of
any applicable statute of limitations;

     

    provided, further, that in
the case of clauses (i), (ii), (iii) and (iv) above, such indemnification shall
not include indemnity for Losses reserved on the books of the Partnership Group
as of the Closing Date;

     

    provided, further, no claims
may be made against Targa for indemnification pursuant to Section 3.2 unless the
aggregate dollar amount of the Losses suffered or incurred by the Partnership
Group or Partnership Indemnitees exceed $250,000, after such time Targa shall be
liable for the full amount of such claims.

     

    (b) In
addition to and not in limitation of the indemnification provided under this
Article III, the Partnership Group shall indemnify, defend, and hold harmless
Targa and its Affiliates, other than any Partnership Group Member, from and
against any Losses suffered or incurred by Targa and its Affiliates, other than
any Partnership Group Member, by reason of or arising out of events and
conditions associated with the operation of the North Texas Assets that occurs
on or after the Closing Date except to the extent that the Partnership Group is
indemnified with respect to any such Losses under Section 3.2(a).

     

    3.3 Indemnification
Procedures.

     

    (a) The
Indemnified Party agrees that within a reasonable period of time after it
becomes aware of facts giving rise to a claim for indemnification pursuant to
this Article III, they will provide notice thereof in writing to the
Indemnifying Party specifying the nature of and specific basis for such claim;
provided, however, that the Indemnified
Party shall not submit claims more frequently than once a calendar quarter (or
twice in the case of the last calendar quarter prior to the expiration of the
applicable indemnity coverage under this Agreement).

     

    (b) The
Indemnifying Party shall have the right to control all aspects of the defense of
(and any counterclaims with respect to) any claims brought against the
Indemnified Party that are covered by the indemnification set forth in this
Article III, including, without limitation, the selection of counsel,
determination of whether to appeal any decision of any court or similar
authority and the settling of any such matter or any issues relating thereto;
provided, however, that no such
settlement shall be entered into without the consent (which consent shall not be
unreasonably withheld, conditioned or delayed) of the Indemnified Party unless
it includes a full release of the Indemnified Party from such matter or issues,
as the case may be.

     

    (c) The
Indemnified Party agrees to cooperate fully with the Indemnifying Party with
respect to all aspects of the defense of any claims covered by the
indemnification set forth in this Article III, including, without limitation,
the prompt furnishing to the Indemnifying Party of any correspondence or other
notice relating thereto that the Indemnified Party may receive, permitting the
names of the Indemnified Party to be utilized in connection with such defense,
the making available to the Indemnifying Party of any files, records or other
information of the Indemnified Party that the Indemnifying Party considers
relevant to such defense and the

     


    
      
        
          


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    making
available to the Indemnifying Party of any employees of the Indemnified Party;
provided, however, that in connection
therewith the Indemnifying Party agrees to use reasonable efforts to minimize
the impact thereof on the operations of the Indemnified Party and further agrees
to maintain the confidentiality of all files, records and other information
furnished by the Indemnified Party pursuant to this Section 3.3. In no event
shall the obligation of the Indemnified Party to cooperate with the Indemnifying
Party as set forth in the immediately preceding sentence be construed as
imposing upon the Indemnified Party an obligation to hire and pay for counsel in
connection with the defense of any claims covered by the indemnification set
forth in this Article III; provided, however, that the Indemnified
Party may, at its own option, cost and expense, hire and pay for counsel in
connection with any such defense. The Indemnifying Party agrees to keep any such
counsel hired by the Indemnified Party reasonably informed as to the status of
any such defense, but the Indemnifying Party shall have the right to retain sole
control over such defense.

     

    (d) In
determining the amount of any loss, cost, damage or expense for which the
Indemnified Party is entitled to indemnification under this Agreement, the gross
amount of the indemnification will be reduced by (i) any insurance proceeds
realized by the Indemnified Party, and such correlative insurance benefit shall
be net of any incremental insurance premium that becomes due and payable by the
Indemnified Party as a result of such claim and (ii) all amounts recovered by
the Indemnified Party under contractual indemnities from third
Persons.

     

    ARTICLE
IV

     

    Miscellaneous

     

    4.1 Choice
of Law; Submission to Jurisdiction.

     

    This
Agreement shall be subject to and governed by the laws of the State of Texas,
excluding any conflicts-of-law rule or principle that might refer the
construction or interpretation of this Agreement to the laws of another
state.  Each Party hereby submits to the jurisdiction of the state and
federal courts in the State of Texas and to venue in Houston,
Texas.

     

    4.2 Notice.

     

    All
notices or requests or consents provided for by, or permitted to be given
pursuant to, this Agreement must be in writing and must be given by depositing
same in the United States mail, addressed to the Person to be notified,
postpaid, and registered or certified with return receipt requested or by
delivering such notice in person or by telecopier or telegram to such
Party.  Notice given by personal delivery or mail shall be effective
upon actual receipt.  Notice given by telegram or telecopier shall be
effective upon actual receipt if received during the recipient’s normal business
hours or at the beginning of the recipient’s next business day after receipt if
not received during the recipient’s normal business hours.  All
notices to be sent to a Party pursuant to this Agreement shall be sent to or
made at the address set forth below or at such other address as such Party may
stipulate to the other Parties in the manner provided in this
Section 4.2.

     


    
      
        
          


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    if to
Targa:

     

    Targa
Resources, Inc.

    1000
Louisiana, Suite 4300

    Houston,
Texas 77002

    Attention:
General Counsel

    


    if to the
Partnership Entities:

     

    Targa
Resources Partners LP

    1000
Louisiana, Suite 4300

    Houston,
Texas 77002

    Attention:   General
Counsel

    


    4.3 Entire
Agreement.

     

    This
Agreement constitutes the entire agreement of the Parties relating to the
matters contained herein, superseding all prior contracts or agreements, whether
oral or written, relating to the matters contained herein.

     

    4.4 Effect
of Waiver or Consent.

     

    No waiver
or consent, express or implied, by any Party to or of any breach or default by
any Person in the performance by such Person of its obligations hereunder shall
be deemed or construed to be a consent or waiver to or of any other breach or
default in the performance by such Person of the same or any other obligations
of such Person hereunder.

     

    4.5 Amendment
or Modification.

     

    This
Agreement may be amended or modified from time to time only by the written
agreement of all the Parties hereto; provided, however, that the Partnership
may not, without the prior approval of the Conflicts Committee, agree to any
amendment or modification of this Agreement that, in the reasonable discretion
of the General Partner, will adversely affect the holders of Common
Units.  Each such instrument shall be reduced to writing and shall be
designated on its face an “Amendment” or an “Addendum” to this
Agreement.

     

    4.6 Assignment.

     

    No Party
shall have the right to assign any of its rights or obligations under this
Agreement without the consent of the other Parties hereto.

     

    4.7 Counterparts.

     

    This
Agreement may be executed in any number of counterparts with the same effect as
if all signatory parties had signed the same document.  All
counterparts shall be construed together and shall constitute one and the same
instrument.

     


    
      
        
          


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    4.8 Severability.

     

    If any
provision of this Agreement shall be held invalid or unenforceable by a court or
regulatory body of competent jurisdiction, the remainder of this Agreement shall
remain in full force and effect.

     

    4.9 Further
Assurances.

     

    In
connection with this Agreement and all transactions contemplated by this
Agreement, each signatory party hereto agrees to execute and deliver such
additional documents and instruments and to perform such additional acts as may
be necessary or appropriate to effectuate, carry out and perform all of the
terms, provisions and conditions of this Agreement and all such
transactions.

     

    4.10 Rights
of Limited Partners.

     

    The
provisions of this Agreement are enforceable solely by the Parties to this
Agreement, and no Limited Partner of the Partnership shall have the right,
separate and apart from the Partnership, to enforce any provision of this
Agreement or to compel any Party to this Agreement to comply with the terms of
this Agreement.

     

    4.11 Successors.

     

    This
Agreement shall bind and inure to the benefit of the Parties and to their
respective successors and assigns.

     

    


     

    [SIGNATURE
PAGES FOLLOW]

     


    
      
        
          


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    IN
WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as
of, the date first set forth above.

     

    TARGA
RESOURCES, INC.

    


    


    By: /s/ Rene R.
Joyce

    Rene R. Joyce

    Chief
Executive Officer

    


    


    TARGA
RESOURCES LLC

    


    


    By:                                                                           /s/ Rene R.
Joyce

    Rene R. Joyce

    Chief
Executive Officer

    


    


    


    TARGA
RESOURCES GP LLC

    


    


    By:                                                                           /s/ Rene R.
Joyce

    Rene R. Joyce

    Chief
Executive Officer

    


    


    TARGA
RESOURCES PARTNERS LP

    


    By: Targa
Resources GP LLC

    


    


    By:                                                                           /s/ Rene R.
Joyce

    Rene R. Joyce

    Chief
Executive Officer

    


    


    



    
      
        
          [Signature Page to the Amended and
Restated Omnibus Agreement]