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TARGA RESOURCES PARTNERS LP
 13,500,000 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
 Title to Properties
 13




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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 Hazardous
Material
 15




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Possession of Intellectual Property Intellectual Property
 Certain Relationships and Related Transactions
 ERISA ( ERISA " " Code "
 16




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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
 Agreements
 20




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




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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
 Ownership of the Operating GP
 26




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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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(i)
    
    in their opinion the audited financial statement of Targa
Resources GP LLC as of December 31, 2006, the audited combined financial
statements of: Targa North Texas LP as of December 31, 2006 and 2005 and for
the year ended December 31, 2006 and the two months ended December 31, 2005;
the North Texas System for the ten months ended October 31, 2005 and for the
year ended December 31, 2004; and the audited combined financial statements of
the SAOU and LOU Systems of Targa Resources, Inc. as of December 31, 2006 and
2005 and for the years then ended included in the Registration Statement and
reported on by them comply as to form in all material respects with the
applicable accounting requirements of the Act and the related rules and
regulations adopted by the Commission;(ii)
    
    on the basis of a reading of the latest unaudited financial
statements of the Partnership and the SAOU and LOU Systems of Targa Resources,
Inc. included in the Registration Statement; their limited review, in
accordance with standards established under Statement on Auditing Standards No.
100, of the unaudited interim financial statements for the six month periods
ended June 30, 2007 and 2006; carrying out certain specified procedures (but
not an examination in accordance with generally accepted auditing standards)
which would not necessarily reveal matters of significance with respect to the
comments set forth in such letter; a reading of the minutes of the meetings of
the partners and the Board of Directors (and its audit and compensation
committees) of the: General Partner; Targa North Texas; Targa Resources
Investments Inc.; and Targa Resources, Inc. since December 31, 2006 through a
specified date not more than three days prior to the date of the letter; and
inquiries of certain officials of Targa Resources, Inc. and Targa Resources GP
LLC who have responsibility for financial and accounting matters of the SAOU
and LOU Systems and the Partnership, respectively as to transactions and events
subsequent to June 30, 2007 and regarding the specific items for which
representations are requested below, nothing came to their attention as a
result of the foregoing procedures that caused them to believe that:
 (1)
    
    the unaudited interim financial statements of
the Partnership and the SAOU and LOU Systems of Targa Resources, Inc.
for the six months ended June 30, 2007 and 2006 included in the
Registration Statement do not comply as to form in all material
respects with the applicable
 38




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accounting requirements of the Act and
with the related rules and regulations adopted by the Commission with
respect to registration statements on Form S-1; and said unaudited
financial statements are not in conformity with generally accepted
accounting principles applied on a basis substantially consistent with
that of the audited financial statements included in the Registration
Statement;
 (2)
    
    with respect to the period subsequent to June
30, 2007, there was any increase, at a specified date not more than
three days prior to the date of the letter, in the long-term debt of
the Partnership and the SAOU and LOU Systems of Targa Resources, Inc.
as compared with the amounts shown on the June 30, 2007 unaudited
combined balance sheets included in the Registration Statement, or for
the period from the date of the latest statement of operations included
in the Registration Statement to such specified date there were any
decreases, as compared with the corresponding period in the preceding
year in total operating revenues of the Partnership and the SAOU and
LOU Systems of Targa Resources, Inc., except in all instances for
decreases set forth in such letter, in which case the Partnership
and/or the SAOU and LOU Systems of Targa Resources, Inc. shall provide
written explanation as to the significance thereof unless said
explanation is not deemed necessary by the Representatives; or
 (3)
    
    any material modifications should be made to
the unaudited interim financial statements of the Partnership and the
SAOU and LOU Systems of Targa Resources Inc. for the six-month period
ended June 30, 2007 included in the Registration Statement for them to
be in conformity with generally accepted accounting principles; or
 (iii)
    
    they have performed certain other specified procedures as a
result of which they determined that certain information of an accounting or
financial nature (which is limited to accounting or financial information
obtained from the general accounting records of the Partnership or Targa
Resources, Inc., which are subject to control over financial reporting or which
has been derived directly from such accounting records) set forth in the
Registration Statement, agrees with the accounting records of the Partnership
or Targa Resources, Inc., or computations made therefrom, excluding any
questions of legal interpretation; and
 (iv)
    
    on the basis of a reading of the unaudited pro forma condensed
combined balance sheet of the Partnership as of June 30, 2007, and the
unaudited pro forma condensed combined statements of operations for the years
ended December 31, 2006, 2005 and 2004 and for the six months ended June 30,
2007 and 2006, included in the Registration Statement (the pro forma
financial statements); inquiries of certain officials of the General
Partner, on behalf of Partnership who have responsibility for financial and
 39




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accounting matters; and proving the arithmetic accuracy of the application of
the pro forma adjustments to the historical amounts in the pro forma condensed
financial statements, nothing came to their attention which caused them to
believe that the unaudited pro forma condensed combined financial statements of
the Partnership included in the Registration Statement do not comply as to form
in all material respects with the applicable accounting requirements of Rule
11-02 of Regulation S-X or that the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of such
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
 Losses
 43




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44




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




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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
 Exchange Act
 47




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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 partner
 By:
    
    /s/ Jeffrey J. McParlandName:
    
    Jeffrey J. McParlandTitle:
    
    Executive Vice President and ChiefFinancial Officer
 Targa Resources GP LLCBy:
    
    /s/ Jeffrey J. McParlandName:
    
    Jeffrey J. McParlandTitle:
    
    Executive Vice President and ChiefFinancial OfficerTarga Resources Operating LPBy:
    
    Targa Resources Partners Operating GP LLCits general partnerBy:
    
    /s/ Jeffrey J. McParlandName:
    
    Jeffrey J. McParlandTitle:
    
    Executive Vice President and ChiefFinancial OfficerTarga Resources Operating GP LLCBy:
    
    /s/ Jeffrey J. McParlandName:
    
    Jeffrey J. McParlandTitle:
    
    Executive Vice President and ChiefFinancial Officer
 49




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By:
    
    Citigroup Global Markets Inc.By:
    
    /s/ Michael J. Casey, Jr.Name:
    
    Michael J. Casey, Jr.Title:
    
    Vice PresidentBy:
    
    Lehman Brothers Inc.By:
    
    /s/ Lee JacobeName:
    
    Lee JacobeTitle:
    
    Managing Director
 Schedule I
 50




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SCHEDULE I
 Number of Firm UnitsUnderwriters
    
    to be PurchasedCitigroup Global Markets Inc.
    
    
    2,902,500Lehman Brothers Inc.
    
    
    2,902,500Goldman, Sachs & Co.
    
    
    1,822,500Merrill Lynch, Pierce, Fenner & Smith Incorporated
    
    
    1,822,500Wachovia Capital Markets, LLC
    
    
    810,000UBS Securities LLC
    
    
    810,000Credit Suisse Securities (USA) LLC
    
    
    810,000Deutsche Bank Securities Inc.
    
    
    810,000Raymond James & Associates, Inc.
    
    
    270,000RBC Capital Markets Corporation
    
    
    270,000SMH Capital Inc.
    
    
    270,000Total
    
    
    13,500,000
 I-1




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SCHEDULE II
 Issuer Free Writing Prospectus:
    
    NONEPricing Information:
    
    $26.87Unit Information:
    
    Firm Units:  13,500,000Option Units: 2,025,000
 II-1




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




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A-2