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TARGA LIQUIDS MARKETING AND TRADE
 PRODUCT PURCHASE AGREEMENT
 EFFECTIVE
DATE: January 1, 2007 ( Effective Date)
 Seller:
    
    Targa Louisiana Field Services LLC
1000 Louisiana, Suite 4300
Houston, TX 77002-5050
Fax No. (713) 584-1503
Attn: Contracts AdministrationBuyer:
    
    Targa Liquids Marketing and Trade
1000 Louisiana, Suite 4300
Houston, TX 77002-5050
Fax No. (713) 584-1503
Attn: Contracts Administration
 1.
    
    SALE AND PURCHASE
 Agreement
 2.
    
    TERM
 Initial
Term Term
 3.
    
    TERMS OF SALE AND PURCHASE
 3.1.
    
    VOLUMES
 (a)
    
    Seller agrees to sell, and Buyer agrees to purchase, such
volumes of Raw Product owned or controlled by Seller as the parties shall
from time to time agree.(b)
    
    Seller commits and dedicates to sell, and Buyer agrees to
purchase, all volumes of Specification Product owned or controlled by Seller
and produced from the Fractionating Facility.
 3.2.
    
    DELIVERY OF PRODUCT
 (a)
    
    Raw Product will be delivered to Buyer from Seller at or
near the tailgate of the Originating Facility into an existing Pipeline
designated by Buyer or such other locations as are mutually agreed to by the
Parties.(b)
    
    Specification Product will be delivered to Buyer from
Seller (i) at or near the tailgate of the Fractionating Facility into an
existing Pipeline designated by Buyer, (ii) at the truck rack of the
Fractionating Facility onto tank trucks
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provided by Buyer, or (iii) at such other locations as are mutually agreed
to by the Parties.
 4.
    
    PRICE
 4.1.
    
    PRICE DETERMINATION FOR RAW PRODUCT SALES
 (a)
    
    Buyer shall pay to Seller for the Raw Product delivered to
Buyer hereunder, a commercially reasonable purchase price mutually agreed
between the Parties from time to time.
 4.2.
    
    PRICE DETERMINATION FOR SPECIFICATION PRODUCT
 (a)
    
    Buyer shall pay to Seller for the Specification Product
delivered to Buyer hereunder a price equal to the Third Party Price.(b)
    
    Third Party Price means, for each Month, the aggregate
proceeds received by Buyer from the sale to Buyers customers of
Specification Product delivered by Seller hereunder, less Third Party Sales
Costs.(c)
    
    Third Party Sales Costs means (i) Transportation Costs, and
(ii) all other costs and charges reasonably incurred by Buyer in connection
with Buyers sale to its customers of the Specification Product delivered by
Seller hereunder.(d)
    
    Transportation Costs means all transportation costs incurred
by Buyer in transporting the Specification Product delivered by Seller under
this Agreement, including pipeline tariff charges, line fill, penalties, truck
costs, demurrage, loading, unloading, terminalling, handling, loss allowances,
storage and other charges attributable to the Specification Product.(e)
    
    Notwithstanding the foregoing, in the event that the Parties
determine that, due to operational or other circumstances, the price specified
in subclause (a) above is not commercially reasonable, the Buyer shall pay to
Seller for such Specification Product a purchase price equal to the OPIS Index
Price for each Gallon of each NGL Component, minus Transportation Costs, any
additional fractionation costs, and any other cost actually incurred by Buyer.(f)
    
    OPIS Index Price means the monthly average of the daily high
and low prices per Gallon, for the Month in which delivery occurs, as quoted by
OPIS in the OPIS LP-Gas Report for Any Current Month volumes in the Mont
Belvieu Spot Gas Liquids Prices table using: (i) the Non-TET prices for the
propane, isobutane, normal butane and natural gasoline NGL Components; and (ii)
the Purity Ethane price for the ethane NGL Component.
 4.3.
    
    ALTERNATE INDEX
 Section 4.1 Alternate Index Article 20
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Section 4.3
 5.
    
    REPRESENTATIONS AND WARRANTIES
 5.1.
    
    SELLER REPRESENTATIONS AND WARRANTIES
  5.2.
    
    BUYER REPRESENTATION AND WARRANTY
  5.3.
    
    BUYER ACKNOWLEDGMENT
  6.
    
    WAIVER OF CONSUMER RIGHTS
  7.
    
    DELIVERY
  8.
    
    PASSAGE OF TITLE
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9.
    
    MEASUREMENT & ANALYSIS
 9.1.
    
    MEASUREMENT
  (a)
    
    On all deliveries into/out of Pipelines, quantity will be
determined by turbine or positive displacement pipeline meter in accordance
with API Manual of Petroleum Measurement Standards.(b)
    
    On all deliveries into/out of tank trucks, quantity will be
determined in the stated order of preference and based on equipment available
at the Measurement Point by: (a) weighing; (b) meters; or (c) slip tube or
rotary gauging device and applicable tank capacity tables.(c)
    
    Metering systems used for quantity determinations shall not
allow vapor return or shall compensate for any vapor return.(d)
    
    All quantities shall be corrected to 60 degrees Fahrenheit
and equilibrium vapor pressure of the applicable Product at 60 degrees
Fahrenheit.(e)
    
    Volume and compressibility correction factors shall be
determined from referenced API tables or computer programs used to generate
these tables.
 9.2.
    
    PRODUCT SAMPLING & ANALYSIS
 (a)
    
    Buyer will obtain a sample or samples of the Product from
an appropriate location at the Originating Facility, Fractionating Facility,
tank truck or Pipeline, as applicable; at an appropriate time or times and on
a frequency established by Buyer; with the exact sampling locations, times
and frequencies to be determined by Buyer, in its sole discretion, in order
to obtain representative samples of the Product being delivered by Seller
under this Agreement.(b)
    
    Representative samples of the Product shall be analyzed by
Buyer.(c)
    
    Other provisions and standards referenced herein
notwithstanding, the volume of the natural gasoline NGL Component contained
in the Raw Product shall be calculated using the component densities of the
pentanes and the hexanes plus (C6+).
 9.3.
    
    STANDARDS
  10.
    
    CLAIMS
 Section 19
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11.
    
    QUALITY
  12.
    
    OFFSPEC PRODUCT
 Offspec Product Section 12
 13.
    
    INSPECTIONS
  14.
    
    NOMINATIONS; DAMAGE PAYMENTS
 14.1
    
    MONTHLY NOMINATIONS
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14.2
    
    DAMAGE PAYMENTS
  15.
    
    DEFAULT; TERMINATION
 15.1.
    
    EVENTS OF DEFAULT
 Event of Default
 (a)
    
    Either Party becomes insolvent, makes an assignment for the
benefit of creditors, or a receiver or trustee is appointed for the benefit
of such Partys creditors, or a Party makes a filing for protection from
creditors under any bankruptcy or insolvency laws, or such filing is made
against a Party;(b)
    
    Buyer fails to make any payment when due and such
nonpayment shall have continued for 10 Days or more after notice of same from
Seller;(c)
    
    Either Party fails to perform any of its material
obligations hereunder and such nonperformance shall have continued for 30
Days or more after notice of same from the other Party.
 15.2.
    
    TERMINATION FOR DEFAULT
 (a)
    
    If an Event of Default occurs and is continuing, the
non-defaulting Party may, by written notice to the defaulting Party,
designate a day no earlier than the day such notice is effective as an early
termination date (Early Termination Date). On the Early Termination Date,
all obligations due on or after the Early Termination Date under the
Agreement shall be terminated except as provided herein. If an Early
Termination Date has been designated, the non-defaulting Party shall in good
faith calculate the amount due between the parties as of the Early
Termination Date. The non-defaulting party shall notify the defaulting Party
in writing of the amount due and whether it is owed to or from the defaulting
Party (the Termination Payment). The party owing the Termination Payment
shall pay it to the other party within two Business Days after the effective
date of such notice, with interest at the Base Rate from the Early
Termination Date until paid.(b)
    
    In addition, the defaulting Party hereunder shall reimburse
the non-defaulting Party, on demand, for actual, reasonable out-of-pocket
expenses (with interest at the Base Rate), including, without limitation,
reasonable legal fees and expenses incurred by the other Party in connection
with the enforcement of the Agreement.(c)
    
    If an Early Termination Date is designated, the
non-defaulting party shall be entitled, in its sole discretion, to set-off
any amount payable by the non-defaulting Party or any of its Affiliates to
the defaulting Party under the Agreement or otherwise, against any amounts
payable by the defaulting Party to the non-defaulting Party or any of its
Affiliates under this Agreement or
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otherwise. This provision shall be in addition to any right of setoff or
other right and remedies to which any party is otherwise entitled (whether
by operation of law, contract or otherwise). If an obligation is
unascertained, the non-defaulting party may in good faith estimate that
obligation and set-off in respect of the estimate, subject to the
non-defaulting party accounting to the defaulting Party when the
obligation is ascertained.
 16.
    
    FORCE MAJEURE
 16.1.
    
    SUSPENSION
  16.2.
    
    DEFINITION
 force majeure
 16.3.
    
    LABOR DISPUTES
  16.4.
    
    MAINTENANCE
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16.5
    
    RATABLE TAKE
  17.
    
    INDEMNITIES
  18.
    
    ASSIGNMENT
 Section 18
 19.
    
    NOTICE
  8




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20.
    
    DISPUTE RESOLUTION
 20.1.
    
    INITIAL NOTICE
 Initial Notice Article 20
 20.2.
    
    PROCEEDINGS
  20.3.
    
    PRELIMINARY INJUNCTIONS; PERFORMANCE PENDING RESOLUTION
  21.
    
    STATEMENTS, AUDIT
 th
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22.
    
    TAXES
  23.
    
    LIMITATION OF LIABILITY
  24.
    
    CONFLICTS OF INTEREST
 Section 24
 25.
    
    CONDUCT OF PARTIES BUSINESS
  10




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26.
    
    GOVERNING LAW
  27.
    
    CONFIDENTIALITY
 Representatives
 Section 27
 28.
    
    SEVERABILITY
  29.
    
    NO THIRD PARTY BENEFICIARY
  30.
    
    WAIVER
  31.
    
    ENTIRE AGREEMENT  ALTERATIONS OR AMENDMENTS
  11




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32.
    
    COMPLIANCE WITH LAWS
  33.
    
    HEADINGS
  34.
    
    SURVIVAL
 Articles 15 17 20 23 26 27
 35.
    
    FURTHER ASSURANCES
  36.
    
    RULES OF CONSTRUCTION
  (a)
    
    No consideration shall be given to the fact or presumption
that one Party had a greater or lesser hand in drafting this Agreement.(b)
    
    Examples shall not be construed to limit, expressly or by
implication, the matter they illustrate.(c)
    
    The word includes and its syntactical variants mean
includes, but is not limited to and corresponding syntactical variant
expressions.(d)
    
    The plural shall be deemed to include the singular and vice
versa, as applicable.(e)
    
    Unless the context otherwise requires, any reference to a
statutory provision (including those contained in subordinate legislation) is
a reference to the provision as amended or re-enacted, or as modified by
other statutory provisions from time to time, and includes subsequent
legislation made under the relevant statute.
 Accepted and Agreed to:
    
    
    
    Accepted and Agreed to:Targa Louisiana Field Services LLC
    
    
    
    Targa Liquids Marketing and TradeBy:
    
    /s/ Stacy Duke
    
    
    
    By:
    
    /s/ D. S. PryorName:
Title:
    
    Stacy Duke
Vice President
    
    
    
    
    
    Name:
Title:
    
    D. S. Pryor
Vice President
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EXHIBIT A
 DEFINITIONS
 Exhibit A
 Affiliate control controlled
by under common control with
 Agreement Section 1
 Alternate
Index Section 4.3
 API
 Applicable
Laws
 ASTM
 Base
Rate
 Business
Day
 Buyer
 Central
Time
 Claims
 Confidential
Information
 Damage
Payments
 Exhibit A-1




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Day Daily
 Early Termination Date Section 15.2(a)
 Effective Date
 Event of Default Section 15.1
 Fractionating Facility
 Gallon
 Good and Marketable Title
 Governmental Authority
 GPA
 Initial Notice Section 20.1
 Initial Term Section 2
 Measurement Points Section 3.2 Section 3.2
 Month Monthly
 NGL Component
 Offspec Product Section 12
 OPIS
 OPIS Index
 OPIS Index Price Section 4.2
 OPIS LP Gas Report
 Originating Facility
 Exhibit A-2




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Parties
 Party
 Person
 Pipeline Article 3
 Product
 Raw Product
 Representatives Section 27
 Seller
 Specification Product
 Specifications Section
11
 Third Party Price
 Third Party Sales Cost
 Term Section 2
 Termination Payment Section 15.2(a)
 Transportation Costs Section 4.2
 Exhibit A-3