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Exhibit 10.12
 TARGA LIQUIDS MARKETING AND TRADE
 PRODUCTS PURCHASE AGREEMENT
 EFFECTIVE DATE: January 1, 2007
 Seller:
    
    Targa North Texas LP1000 Louisiana, Suite 4300Houston, TX 77002-5050Fax No. (713) 584-1503Attn: Contracts AdministrationBuyer:
    
    Targa Liquids Marketing and Trade1000 Louisiana, Suite 4300Houston, TX 77002-5050Fax No. (713) 584-1503Attn: Contracts Administration
 1.
    
    SALE AND PURCHASE
  2.
    
    TERM
  3.
    
    TERMS OF SALE AND PURCHASE
 3.1.
    
    VOLUMES  COMMITMENT & DEDICATION
  3.2.
    
    DELIVERY OF PRODUCTS
  (a)
    
    Raw Product:
 (i)
    
    At the tailgate of the Originating Facility
into a Raw Product Pipeline designated by Buyer.(ii)
    
    At the truck rack of the Originating Facility
onto tank trucks provided by Buyer.
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(b)
    
    High Pressure Condensate:
 (i)
    
    At the tailgate of the Originating Facility
into a Raw Product Pipeline designated by Buyer.(ii)
    
    At the truck rack of the Originating Facility
onto tank trucks provided by Buyer.
 (c)
    
    For Specification Products:
 (i)
    
    At the truck rack of the Chico Plant onto tank
trucks provided by Buyer.(ii)
    
    At the tailgate of the Chico Plant into a Raw
Product Pipeline designated by Buyer.(iii)
    
    At the tailgate of the Chico Plant into a
crude oil or NGL Component Pipeline designated by Buyer.
 3.3.
    
    CHICO FRACTIONATION FEE
  3.4.
    
    SHIPMENT
  3.5.
    
    ODORIZATION
   4. PRICE
  Buyer shall pay to Seller for each Gallon of Product delivered under this Agreement a price
for each Gallon calculated as follows:
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(a)
    
    Chico Price: For Specification Products from the Chico
Plant that will not be further fractionated at Mont Belvieu, an amount equal
to:Sale Price per Gallon of the applicable Products minus the sum of (i) the
Marketing Fee, (ii) the Transportation Costs, and (iii) the Chico
Fractionation Fee.(b)
    
    Mont Belvieu Price: For all other Products an amount
equal to:OPIS Index Price for the applicable Products minus the sum of (i) the
Marketing Fee, (ii) the Transportation Costs, and (iii) the Mont Belvieu
Fractionation Fee.
  Sale Price per Gallon of the applicable Products minus the sum of (i) the
Marketing Fee, (ii) the Transportation Costs, and (iii) the Adjusted Chico
Fractionation Fee.
 4.2.
    
    PRICE-RELATED DEFINITIONS
 (a)
    
    Adjusted Chico Fractionation Fee means Chico Fractionation
Fee minus the difference between (i) the Mont Belvieu Price, and (ii) the Chico
Price, but in no event shall Chico Fractionation Fee be less than zero.(b)
    
    Chico Fractionation Fee means those costs, stated in cents
per Gallon, relating to the fractionation of the Products, which costs shall be
calculated as follows:(FORMULA)(c)
    
    CPIU means the latest available Consumer Price Index, All
Urban Consumers  (CPI U and/or the CPI-U Index), U.S. city average, All
Items (1982-84=100), as published by the United States Bureau of Labor
Statistics or any successor agency thereto (the BLS). The CPI-U shall be
taken from the data published by the BLS either electronically at the then
current BLS internet site or in the then current official BLS hardcopy version.(d)
    
    Electricity means the average cost of purchased electricity
(in ¢/KWH) at the Cedar Bayou Fractionators fractionation facility in Mont
Belvieu, Texas, for the calendar month that is two calendar months prior to the
Month of Product delivery.(e)
    
    Gas Price means the Houston Ship Channel Index published in
the first of the month edition of INSIDE FERCs GAS MARKET REPORT, for one
MMBtu of natural gas for the Month of Product delivery for which the fee is
being calculated. Should such index be discontinued, the Parties shall
mutually agree upon a comparable successor index and/or publication.(f)
    
    Marketing Fee means the greater of (i) two and one-half
percent (2.5%) of the Sale Price or OPIS Index Price, as applicable, per Gallon
of the applicable Product or (ii) one cent ($0.01) per Gallon of the applicable
Product.
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(g)
    
    Mont Belvieu Fractionation Fee means those costs, stated in
cents per Gallon, relating to the fractionation of the Products, which costs
shall be calculated as follows:(FORMULA)(h)
    
    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
the Oil Price Information Service (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 EP Mix price for the ethane NGL
Component.(i)
    
    Transportation Costs means all costs and expenses, stated in
cents per Gallon, reasonably incurred in connection with the transportation of
Products hereunder from the applicable Originating Facility to the applicable
destination, including pipeline costs; railcar costs; truck costs; Product
losses (other than as a result of Buyers gross negligence or willful
misconduct); demurrage, and loading, unloading, terminalling, handling and
storage charges. With regard to transportation provided in whole or in part by
third parties, Transportation Costs means the actual costs and expenses
incurred by Buyer in connection therewith. With regard to transportation
provided in whole or in part by Buyer or any Affiliate of Buyer,
Transportation Costs means the commercially reasonable costs and expenses
charged by Buyer or its Affiliate (excluding any general and administrative
costs and expenses). For all Specification Products transported by truck from
the Chico Plant, an additional loading fee of one and one-half cents ($0.015)
per Gallon shall be assessed. For Specification Products injected into any
crude oil or NGL Component Pipeline at the Chico Plant, an additional injection
fee of one and one-half cents ($0.015) per Gallon shall be assessed.
 4.3.
    
    ALTERNATIVE INDEX
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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
  (a)
    
    In the case of deliveries by tank truck: when the Product has
passed the Sellers loading equipment for open hatch deliveries and when the
Product enters the tank trucks loading equipment for all other deliveries.(b)
    
    In the case of deliveries by Pipeline: when the Product has
passed the downstream flange of the meter measuring the Product for delivery
into the Pipeline at the Originating Facility.
 8.
    
    PASSAGE OF TITLE
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9.
    
    MEASUREMENT & ANALYSIS
 9.1.
    
    MEASUREMENT
  (a)
    
    On all deliveries into/out of transport and tank truck
equipment, quantities shall be determined (in the following order of preference
and based on equipment available at the Delivery Point) by: (i) weighing, (ii)
meter with no vapor return or (iii) slip tube, magnetic gauging or rotary
gauging device and applicable tank capacity tables.(b)
    
    On all deliveries into/out of pipelines, quantity shall be
determined by turbine or positive displacement pipeline meter in accordance
with API Manual of Petroleum Measurement Standards.(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 applicable Product
from an appropriate location at the Originating Facility, the tank truck, or
pipeline, as applicable, and/or the loading/unloading facilities connected to
the applicable means of transport; 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 Raw Product, High Pressure Condensate and
the Mixed Butanes Specification Product being delivered by Seller under this
Agreement.(b)
    
    Representative samples of the Raw Product, High Pressure
Condensate and the Mixed Butanes Specifications 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 and High Pressure Condensate shall be calculated using the
component densities of the pentanes and the hexanes plus (C6+).(d)
    
    Buyer reserves the right, but shall not have the obligation, to
similarly obtain samples for other Products being purchased hereunder and to
analyze same to confirm compliance with the Specifications applicable to that
Product.
 9.3.
    
    STANDARDS
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10.
    
    CLAIMS
  11.
    
    QUALITY
  12.
    
    OFFSPEC PRODUCTS
  13.
    
    INSPECTIONS
  14.
    
    NOMINATIONS
 14.1.
    
    NOMINATIONS FOR RAW PRODUCTS AND HIGH PRESSURE CONDENSATE
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14.2.
    
    NOMINATIONS TO THE CHICO PLANT FOR SPECIFICATION PRODUCTS
   15.
    
    DEFAULT; TERMINATION
 15.1.
    
    EVENTS 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 ten (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 thirty (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 (2) Business Days after the effective date of
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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 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.
 15.3.
    
    OTHER TERMINATION RIGHTS
  16.
    
    FORCE MAJEURE
 16.1.
    
    SUSPENSION
  16.2.
    
    DEFINITION
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16.3.
    
    LABOR DISPUTES
  16.4.
    
    MAINTENANCE
  17.
    
    INDEMNITIES
  18.
    
    ASSIGNMENT
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19.
    
    NOTICE
  20.
    
    DISPUTE RESOLUTION
 20.1.
    
    INITIAL NOTICE
  20.2.
    
    PROCEEDINGS
  20.3.
    
    PRELIMINARY INJUNCTIONS; PERFORMANCE PENDING RESOLUTION
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21.
    
    STATEMENTS, AUDIT
    22.
    
    TAXES
  23.
    
    LIMITATION OF LIABILITY
  24.
    
    CONFLICTS OF INTEREST
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25.
    
    CONDUCT OF PARTIES BUSINESS
  26.
    
    GOVERNING LAW
  27.
    
    CONFIDENTIALITY
   28.
    
    SEVERABILITY
  29.
    
    NO THIRD PARTY BENEFICIARY
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30.
    
    WAIVER
  31.
    
    ENTIRE AGREEMENT  ALTERATIONS OR AMENDMENTS
  32.
    
    COMPLIANCE WITH LAWS
  33.
    
    HEADINGS
  34.
    
    SURVIVAL
  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.
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(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 North Texas LP
    
    
    
    Targa Liquids Marketing and TradeBy:
    
    /s/ Clark White
    
    
    
    By:
    
    /s/ D.S. PryorName: Clark White
    
    
    
    Name: D.S. PryorTitle: Vice President and Region Manager
    
    
    
    Title: Vice President
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