EXHIBIT 10.4**CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT**     THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (“Agreement”), dated as ofOctober 24, 2007, is entered into by and among TARGA RESOURCES PARTNERS LP, a Delaware limitedpartnership (“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 Delawarelimited partnership (“Targa TX PS”), TARGA LA LLC, a Delaware limited liability company (“Targa LALLC”), TARGA LA PS LP, a Delaware limited partnership (“Targa LA PS”), and Targa North Texas GPLLC, a Delaware limited liability company (“TNT GP”). The parties to this agreement arecollectively referred to herein as the “Parties.” Capitalized terms used herein shall have themeanings assigned to such terms in the Purchase Agreement (as defined below).**RECITALS**     WHEREAS, Holdings and MLP have heretofore entered into that certain Purchase and SaleAgreement dated September 18, 2007, as amended, providing for the sale by Holdings (or itsaffiliates) to MLP (or its affiliates) of the (i) limited partner interests in Targa Texas FieldServices LP, a Delaware limited partnership (“TTFS LP Interest”), (ii) the limited liabilitycompany interests in Targa Resources Texas GP LLC, a Delaware limited liability company (“TRTGPInterest”) 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 TXPS 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 andassign 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, thefollowing actions have been taken prior to the date hereof:1. Holdings formed Targa TX LLC under the terms of the Delaware Limited Liability CompanyAct (the “Delaware LLC Act”), and contributed $1,000 in exchange for all of the memberinterests in Targa TX LLC.2. Holdings and Targa TX LLC formed Targa TX PS under the terms of the Delaware RevisedUniform Limited Partnership Act (“Delaware LP Act”), to which Holdings contributed $990 fora 99% limited partnership interest in Targa TX PS and Targa TX LLC contributed $10 inexchange 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, towhich Holdings contributed $990 for a 99% limited partner interest in Targa LA PS and TargaLA 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, theParties undertake and agree as follows:
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**ARTICLE 1**