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TARGA RESOURCES PARTNERS LP
 12,500,000 Common Units
Representing Limited Partner Interests
 UNDERWRITING AGREEMENT
 
 
 Citigroup Global Markets Inc.  Lehman Brothers Inc.  Goldman Sachs & Co.  Merrill Lynch, Pierce, Fenner & Smith Incorporated
 
 
  Partnership Schedule I Underwriters Representatives Firm Units Common Units Option Units Units
 Operating GP Operating Partnership Targa Parties North Texas GP North Texas LP Targa TX Intrastate Targa Texas GP Targa Texas LP Targa Louisiana Targa LA Intrastate Partnership Entities




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Representations
and Warranties.
 Registration.
 No Material Misstatements or Omissions in Registration Statement or Prospectus. settlement date
 2




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provided however
 No Material Misstatements or Omissions in Disclosure Package.
 Eligible Issuer.
 Issuer Free Writing Prospectuses.
 Formation and Qualification.
 3




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Material Adverse Effect
 Power and Authority to Act as a General Partner.
 Ownership of the General Partner. TGPI GP LLC Agreement Delaware LLC Act Liens Targa Targa Credit Agreement
 Ownership of the General Partner Interest in the Partnership. Partnership Agreement
 4




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Credit Agreement
 Capitalization; Ownership of Incentive Distribution Rights.
 Valid Issuance of the Units.
 Ownership of Operating GP. Operating GP LLC Agreement
 Ownership of the General Partner Interest in the Operating Partnership. OLP Partnership Agreement
 5




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Ownership of the Limited Partner Interest in the Operating Partnership
 Ownership of North Texas GP. North Texas GP LLC Agreement
 Ownership of the General Partner Interest in North Texas LP. North Texas LP Partnership Agreement
 Ownership of the Limited Partner Interest in North Texas LP.
 Ownership of Targa TX Intrastate. Targa TX Intrastate LLC Agreement
 6




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Ownership of Targa Texas GP. Targa Texas GP LLC Agreement
 Ownership of the General Partner Interest in Targa Texas LP. Targa Texas LP Partnership Agreement
 Ownership of the Limited Partner Interest in Targa Texas LP.
 Ownership of Targa Louisiana. Targa Louisiana LLC Agreement
 7




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Ownership of Targa LA Intrastate. Targa LA Intrastate LLC Agreement
 No Other Subsidiaries.
 No Preemptive Rights, Registration Rights or Options.
 Authority and Authorization.
 8




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Transactions
 Authorization of this Agreement.
 Enforceability of Operative Agreements.
        9




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Omnibus Agreement
  Purchase
Agreement Acquired Businesses
 10




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provided provided further
 Transaction Agreements Operative
Agreements
 No Conflicts. Organizational
Documents
 No Consents.
 11




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No Defaults.
 Conformity of Units to Description.
 No Labor Dispute.
 Sufficiency of the Purchase Agreement.
 Financial Statements.
 12




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Independent Public Accountants.
 Litigation.
 13




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Title to Properties. provided
 Rights-of-Way. rights-of-way
 Transfer Taxes.
 Tax Returns.
 14




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Insurance.
 Distribution Restrictions.
 Possession of Licenses and Permits. Governmental Licenses
 Environmental Laws. Environmental Laws
 15




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Hazardous Material
 Possession of Intellectual Property. Intellectual Property
 Certain Relationships and Related Transactions.
 ERISA. ERISA
 16




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Code
 Description of Legal Proceedings and Contracts; Filing of Exhibits.
 Sarbanes-Oxley Act of 2002. Nasdaq
 Investment Company. Investment Company
Act
 Books and Records.
 Disclosure Controls and Procedures.
 17




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Other Sales; Market Stabilization.
 Loans to Directors and Officers.
 Foreign Corrupt Practices Act. FCPA
 Money Laundering Laws. Money Laundering Laws
 18




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Office of Foreign Assets Control. OFAC
 Lending Relationship.
 Statistical Data
 No Distribution of Other Offering Materials.
 Listing on the Nasdaq.
  Purchase and Sale  Schedule I
 19




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Delivery and Payment Closing
Date
  Offering by Underwriters
 20




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Agreements
 Preparation of Prospectus and Registration Statement
 Amendment or Supplement of Disclosure Package and Issuer Free Writing Prospectuses
 21




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Amendment of Registration Statement or Supplement of Prospectus
 Reports to Unitholders
 Signed Copies of the Registration Statement and Copies of the Prospectus
 Qualification of Units provided
 Lock-Up Period
 22




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provided however
 Price Manipulation
 Expenses
 23




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Free Writing Prospectuses provided Schedule II Permitted Free Writing
Prospectus
 Conditions to the Obligations of the Underwriters
  24




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Formation and Qualification.
 Power and Authority to Act as a General Partner.
 Ownership of the General Partner.
 Ownership of the General Partner Interest in the Partnership.
 25




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Capitalization; Ownership of Incentive Distribution Rights.
 Valid Issuance of the Units.
 26




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Ownership of the Operating GP.
 Ownership of the General Partner Interest in the Operating
Partnership.
 Ownership of the Limited Partner Interest in the Operating Partnership.
 27




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Ownership of North Texas GP.
 Ownership of the General Partner Interest in North Texas LP.
 Ownership of the Limited Partner Interest in North Texas LP.
 28




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Ownership of Targa TX Intrastate.
 Ownership of Targa Texas GP.
 Ownership of the General Partner Interest in Targa Texas LP.
 29




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Ownership of the Limited Partner Interest in Targa Texas LP.
 Ownership of Targa Louisiana.
 30




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Ownership of Targa LA Intrastate.
 No Preemptive Rights, Registration Rights or Options.
 Authority and Authorization.
 31




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Authorization of this Agreement.
 Enforceability of Operative Agreements. provided
 Conveyances.
 No Conflicts.
 32




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DGCL provided however
 No Consents.
 33




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Effectiveness of Registration Statement.
 Form of Registration Statement and Prospectus.
 Description of Common Units.
 Descriptions and Summaries.
 Tax Opinion.
 34




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Investment Company.
 Material Agreements.
   35




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36




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37




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38




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39




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pro forma
financial statements
     40




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Exhibit A
    Reimbursement of Underwriters Expenses
 41




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Indemnification and Contribution
 provided however
  42




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provided however
  43




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Losses
 44




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Default by an Underwriter Schedule I provided however Schedule I
 Termination
 Representations and Indemnities to Survive
 45




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Notices
 Successors
 No Fiduciary Duty
 Research Analyst Independence
 46




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Integration
 Applicable Law
 Waiver of Jury Trial
 Counterparts
 Headings
 Definitions
 Act
 Applicable Time
 Business Day
 Commission
 Disclosure Package Schedule II
 Effective Date
 47




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Exchange Act
 Execution Time
 Free Writing Prospectus
 Issuer Free Writing Prospectus
 Preliminary Prospectus
 Prospectus
 Registration Statement
 Rule 158 Rule 163 Rule 164 Rule 172 Rule
405 Rule 415 Rule 424 Rule 430A Rule 433
 Rule 430A Information
 Rule 462(b) Registration Statement
 48




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Very truly yours,Targa Resources Partners LPBy:
    Targa Resources GP LLC its general partnerBy:Name:Title:Targa Resources GP LLCBy:Name:Title:Targa Resources Operating LPBy:
    Targa Resources Partners Operating GP LLC its general partnerBy:Name:Title:Targa Resources Operating GP LLCBy:Name:Title: 49




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By:
    
    Citigroup Global Markets Inc.
 By:
    
    Name:
Title:
 By:
    
    Lehman Brothers Inc.
 By:
    
    Name:Title:
 Schedule I
 
   50




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SCHEDULE I
 Number of Firm UnitsUnderwriters
    
    to be PurchasedCitigroup Global Markets Inc.Lehman Brothers Inc.Goldman, Sachs & Co.Merrill Lynch, Pierce, Fenner & Smith IncorporatedUBS Securities LLCWachovia Capital Markets, LLCCredit Suisse Securities (USA) LLCDeutsche Bank Securities Inc.Raymond James & Associates, Inc.RBC Capital Markets CorporationSMH Capital
Inc.Total
    
    
    12,500,000
 I-1




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SCHEDULE II
  II-1




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EXHIBIT A
  
 
 
  Underwriting Agreement Partnership Partnership Units
  Lock-up Period
 A-1




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A-2