**Exhibit 10.15****AMENDED AND RESTATED****NATURAL GAS SALES AGREEMENT**TARGA LOUISIANA FIELD SERVICES LLC(“Buyer”)AndTARGA GAS MARKETING LLC(“Seller”)Effective as of December 1, 2005
 

 
**AMENDED AND RESTATED NATURAL GAS SALES AGREEMENT**This Amended and Restated Natural Gas Sales Agreement is entered into on October ___, 2007, buteffective as of December 1, 2005 by and between TARGA LOUISIANA FIELD SERVICES LLC (“Buyer”) andTARGA GAS MARKETING LLC (“Seller”) (each a “Party,” and together, the “Parties”), and sets forththe terms and conditions pursuant to which Seller will sell to Buyer, and Buyer will purchase fromSeller, certain Gas (as hereinafter defined). This Agreement amends and restates in its entiretythat certain Natural Gas Sales Agreement executed on February 1, 2007 and effective as of December1, 2005.**Definitions:** As used in this Agreement, the following terms shall have the followingmeaning:“Affiliate” means any Person that directly or indirectly through one or moreintermediaries, controls or is controlled by or is under common control with the Person specified,with the term “control” (including the terms “controlled by” or “under common control with”)meaning the possession, directly or indirectly, of the power to direct or cause the direction ofthe management and policies of a Person, whether through ownership, by contract, or otherwise. AnyPerson shall be deemed to be an Affiliate of any specified Person if (i) such Person owns fiftypercent (50%) or more of the voting securities of the specified Person, if the specified Personowns fifty percent (50%) or more of the voting securities of such Person, or if fifty percent (50%)or more of the voting securities of the specified Person and such Person are under common control,or (ii) such Person has operational control of the specified Person pursuant to an operatingagreement, management agreement or other contractual rights.“Business Day” means any day except Saturday, Sunday or Federal Reserve Bank holidays.“Claims” means any and all claims, liabilities, losses, damages, demands, penalties, fines,causes of action, remediation expenses, suits, judgments, arbitration awards, court orders,directives, injunctions, decrees or awards of any jurisdiction, and any costs and expenses relatedto the same (including court costs, reasonable attorneys’ fees, and other reasonable expenses oflitigation).“Confidential Information” means this Agreement and any other written data or information(or an oral communication if the Party requesting confidentiality for such oral communicationpromptly confirms such communication in writing) which is privileged, confidential or proprietary,except information which (i) is a matter of public knowledge at the time of its disclosure or isthereafter published in or otherwise ascertainable from any source available to the public withoutbreach of this Agreement, (ii) constitutes information which is obtained from a third party (who orwhich is not an Affiliate of one of the Parties) other than by or as a result of unauthorizeddisclosure, or (iii) prior to the time of disclosure had been independently developed by thereceiving Party or its Affiliates not utilizing improper means.“Damage Payments” means all liquidated damages or other payments received by Buyer orSeller from any Person as a result of such Person’s failure to take Gas from Buyer or deliver Gasto Seller, as applicable, minus any amounts of such liquidated damages or other payments receivedby Buyer or Seller, as applicable, that are payable to any un-Affiliated third parties inconnection with such event.“Delivering Transporter” means the transporter delivering Gas at a Delivery Point.“Delivery Point” is defined in Section 6.
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“Early Termination Date” is defined in Section 14.2.“Excess Gas” means the Gas sold by Seller to third parties in the event that the Gasanticipated by Seller to be taken by Buyer at any Delivery Point during any period is less than theNominated Quantity at such Delivery Point for such period.“Excess Gas Acquisition Cost” means, for the sum of the volumes delivered at each DeliveryPoint, the Third Party Acquisition Cost or the Intercompany Gas Price.“Excess Gas Proceeds” means, for each Delivery Point, the total net sales proceeds receivedby Seller from its sales to third parties of Excess Gas attributable to such Delivery Point,determined on a commercially reasonable basis.“Gas” means residue natural gas, and includes Excess Gas, Intercompany Gas and Third PartyGas, as applicable.“Intercompany Gas” means gas purchased by Seller from an Affiliate of Seller other thanBuyer, for sale and delivery to Buyer under this Agreement.“Intercompany Gas Price” means, for each Delivery Point, the price per MMBtu paid by Sellerto an Affiliate of Seller supplying the Intercompany Gas at such Delivery Point, plus Seller’sAdjustments.“MMBtu” means 1,000,000 British thermal units.“Month” shall mean the period beginning at 7:00 AM Central Standard Time (as adjusted for CentralDaylight Time) on the first day of a calendar month and ending at 6:59 AM on the last day of suchcalendar month.“Nominated Quantity” means the quantity of Gas nominated by Buyer to be delivered at theapplicable Delivery Point during the applicable period.“Person” means any individual, corporation, partnership, limited liability company,association, joint venture, trust, or other organization of any nature or kind.“Seller’s Adjustments” means, for each Delivery Point, (i) all transportation costsincurred by Seller, including pipeline tariff charges, imbalance penalties, cash-out costs andother similar imbalance-related charges attributable to Gas and paid by Seller, (ii) any othercosts and charges reasonably incurred by Seller in connection with its purchase of Gas and (iii)all costs and charges reasonably incurred by Seller in connection with its sale of Excess Gas.“Taxes” means any or all ad valorem, property, occupation, severance, generation, firstuse, conversion, Btu or Gas, transport, transmission, utility, gross receipts, privilege, sales,use, consumption, excise, lease, transaction, and other taxes, governmental charges, regulatoryassessments by federal, state or local agencies or commissions (including, but not limited to, FERCassessments), license fees, permits or assessments or increases therein, other than taxes based onnet income or net worth.“Termination Payment” is defined in Section 14.2.“Third Party Gas” means natural gas purchased by Seller on behalf of Buyer from anunaffiliated third party.“Third Party Gas Acquisition Cost” means, for each Delivery Point, the total amount paid bySeller to suppliers of Third Party Gas delivered at such Delivery Point.
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“WAAC Price” means, for each Delivery Point, a price per MMBtu for each Month equal to (i)total Third Party Gas Acquisition Cost, plus total Seller’s Adjustments, for such Month, divided by(ii) the total number of MMBtus of Third Party Gas delivered at such Delivery Point during suchMonth.**2. Term; Termination.**     **2.1**This Agreement shall commence on December 1, 2005 and shall continue in full force andeffect for a term of fifteen (15) years (the “Initial Term”). At the expiration of the InitialTerm, this Agreement shall be automatically extended for consecutive sixty (60) Month terms, unlesseither Party shall have given written notice of termination to the other Party least one hundredtwenty (120) days prior to the expiration of (i) the Initial Term, or (ii) the then-current five(5) year extension, as applicable.     **2.2**In the event that either Party ceases to be an Affiliate of Targa Resources, Inc., theneither Party may, at its sole discretion, elect to terminate this Agreement upon one hundred twenty(120) Days notice to the other Party.**3. ****Quantity:** Subject to the terms and conditions of this Agreement, for each Month duringthe Term, Seller agrees to sell and deliver and Buyer agrees to purchase and receive one hundredpercent (100%) of Buyer’s Gas needs in connection with Buyer’s sales of Gas to industrial customersand other third parties; provided, however, that Buyer may make occasional purchases of Gas fromun-Affiliated third parties pursuant to Buyer’s existing contracts with such parties.**4.****Price****:**     **4.1**The price per MMBtu for all Third Party Gas delivered by Seller hereunder during eachMonth shall be the applicable WAAC Price.     **4.2**Except as otherwise agreed by the parties from time to time pursuant to a written addendumto this Agreement, the price per MMBtu for all Intercompany Gas delivered by Seller hereunderduring each Month shall be the applicable Intercompany Gas Price.**5. ****Excess Gas Adjustment****:**The amount payable to Seller under this Agreement for any Monthwill be adjusted by an amount, determined for each Delivery Point, equal to the difference obtainedby subtracting (i) the Excess Gas Acquisition Cost from (ii) the Excess Gas Proceeds for suchMonth. If the Excess Gas Adjustment is a positive number, the amount payable to Seller underSection 9 below will be decreased by such amount, and if the Excess Gas Adjustment is a negativenumber, the amount payable to Seller under Section 9 below will be increased by such amount.**6. ****Delivery Point; Transfer of Title****:**The delivery point (“Delivery Point”) shall be atpoint(s) mutually agreed upon by the Parties. Title to the Gas shall pass from Seller to Buyer atthe Delivery Point.**7.****Transportation; Nominations****:**     **7.1**Seller shall have the sole responsibility of delivering the Gas at the Delivery Point(s).Buyer shall have the sole responsibility for transporting or utilization of the Gas from theDelivery Point(s).
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     **7.2**Buyer will nominate the total quantity of gas (in MMBtu per day) to be delivered at theDelivery Point during any Month, giving sufficient time to meet the applicable pipeline orgathering company’s nomination deadline for such Month, and will also provide Seller with any otheroperational information which could have a significant effect on the quantity of Gas received byBuyer for the Month.     **7.3**In the event that (i) Seller is unable to deliver all of the Nominated Quantity during aparticular Month due to any Person’s failure to deliver Gas to Seller, and (ii) Seller receivesDamage Payments in connection with such event, Seller will pay Buyer its pro rata portion of suchDamage Payments based on the amount of nominated Gas not delivered by Seller to Buyer or otherAffiliates of Seller as a result of such event.**8. ****Quality; Delivery Pressure****:**All Gas delivered by Seller hereunder shall meet thepressure, quality and heat content requirements applicable under the Delivering Transporter’stariff at the Delivery Point. The unit of quantity measurement for purposes of this Agreementshall be one MMBtu dry. Measurement of Gas quantities hereunder shall be in accordance with theestablished procedures of the Delivering Transporter.**9.****Taxes, Royalties and Other Charges:**Seller is liable for and shall pay, or cause to be paid, all Taxes applicable to the purchase orsale of Gas at a particular Delivery Point arising prior to the Delivery Points. Seller willrelease, indemnify, defend and save Buyer harmless from and against all Claims for such Taxes. Inthe event Buyer is required to remit such Taxes, Seller shall reimburse Buyer for such amount.Buyer is liable for and shall pay or cause to be paid all Taxes applicable to the purchase or saleof Gas to a particular Delivery Point arising at or after the Delivery Points. Buyer shallrelease, indemnify, defend and save Seller harmless from and against all Claims for such Taxes. Inthe event Seller is required to remit such Taxes, Buyer shall reimburse Seller for such amount.**10.****Billing and Payments:**     **10.1**On or before the fifteenth (15th) day following each Month during the Term (and for thefirst Month following the expiration or termination of this Agreement), Buyer shall deliver toSeller a statement for the preceding Month showing the daily and total volume of Gas delivered toeach Delivery Point, the applicable price for such Gas, any Replacement Gas Adjustment, and anyother amounts and adjustments due hereunder, and the total amount due from Buyer to Seller. If theactual volume delivered is not available by such billing date, Buyer shall use an estimated volumebased on nominations. The estimated volume will then be corrected to the actual volume on thefollowing Month’s billing or as soon thereafter as transport information is available.     **10.2**On or before the twenty-fifth (25th) day of each Month, Buyer will pay Seller at thenotice address set forth in Section 11, in immediately available funds, for Gas delivered duringthe preceding Month. In the event that either Party discovers any underpayment or overpayment,such Party shall promptly notify the other Party, and Seller or Buyer, as applicable shall make apayment to the other Party in the amount of any undisputed overpayment or underpayment, asapplicable, no later than thirty (30) days after receipt of such notice. The Parties agree that,notwithstanding the provisions of this Section 10, no retroactive adjustment shall be made for anyoverpayment or underpayment more than twenty-four (24) months from the date of the original paymentto which such overpayment or underpayment relates.
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**11.****Notices:**Every notice, request, statement or bill provided for in this Agreement shall be in writingdirected to the Party to whom given, made or delivered at such Party’s address as set forth belowand as such address may be changed from time to time with written notice to the other Party.Buyer: **TARGA LOUISIANA FIELD SERVICES LLC** Noticesand Correspondence: Targa Louisiana Field Services LLC1000 Louisiana, Suite 4300Houston, TX 77002Attn: Contract AdministrationPhone: (713) 584-1000Fax: (713) 584-1503 OperationalMatters: Targa Louisiana Field Services LLC1000 Louisiana, Suite 4300