exv10w1







Exhibit 10.1




CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT


(VESCO Drop Down)




     THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “Agreement”), dated
as of September 28, 2010, is entered into by and among TARGA VERSADO HOLDINGS LP, a Delaware
limited partnership (“TVH LP”), TARGA RESOURCES PARTNERS LP, a Delaware limited partnership
(the “Partnership”), and TARGA NORTH TEXAS GP LLC, a Delaware limited liability company
(“TNT GP”). The parties to this Agreement are collectively referred to herein as the
“Parties.” Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Purchase Agreement (as defined below).



RECITALS




     WHEREAS, TVH LP and the Partnership have heretofore entered into that certain Purchase
and Sale Agreement dated as of September 13, 2010 (the “Purchase Agreement”), providing for
the sale by TVH LP to the Partnership of 100% of the limited liability company interests (the
“Purchased Interests”) in Targa Capital LLC, a Delaware limited liability company (“Targa
Capital”); and



     WHEREAS, pursuant to the terms of the Purchase Agreement, TVH LP shall sell, convey, transfer
and assign the Purchased Interests to TNT GP, a subsidiary of the Partnership;



     NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the
Parties undertake and agree as follows:



ARTICLE 1

CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS

RELATING TO THE PURCHASED INTERESTS




     Section 1.1 Contribution by TVH LP of the Purchased Interests to TNT GP. TVH LP hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to TNT GP, its
successors and assigns, for its and their own use forever, all right, title and interest in and to
the Purchased Interests, and TNT GP hereby accepts the Purchased Interests and agrees to be the
sole member of Targa Capital.



ARTICLE 2

FURTHER ASSURANCES




     Section 2.1 From time to time after the date first above written, and without any further
consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds,
assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other
documents, and will do all such other acts and things, all in accordance with applicable law, as
may be necessary or appropriate to (a) more fully to assure that the applicable Parties own all of
the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this
Agreement, or which are intended to be so granted, or (b) more fully and effectively to vest in the
applicable Parties and their respective successors and assigns beneficial and record



 









 




title to the interests contributed and assigned by this Agreement or intended so to be and to more fully and
effectively carry out the purposes and intent of this Agreement.



ARTICLE 3

MISCELLANEOUS




     Section 3.1 Headings. All Article and Section headings in this Agreement are for convenience
only and shall not be deemed to control or affect the meaning or construction of any of the
provisions hereof.



     Section 3.2 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and assigns.



     Section 3.3 No Third Party Rights. The provisions of this Agreement are intended to bind the
Parties as to each other and are not intended to and do not create rights in any other person or
confer upon any other person any benefits, rights or remedies and no person is or is intended to be
a third-party beneficiary of any of the provisions of this Agreement.



     Section 3.4 Counterparts. This Agreement may be executed in any number of counterparts, all of
which together shall constitute one agreement binding on the Parties.



     Section 3.5 Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware applicable to contracts made and to be performed wholly
within such state without giving effect to conflict of law principles thereof.



     Section 3.6 Severability. If any of the provisions of this Agreement are held by any court of
competent jurisdiction to contravene, or to be invalid under, the laws of any political body having
jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate
the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the
particular provision or provisions held to be invalid and an equitable adjustment shall be made and
necessary provision added so as to give effect to the intention of the Parties as expressed in this
Agreement at the time of execution of this Agreement.



     Section 3.7 Amendment or Modification. This Agreement may be amended or modified from time to
time only by the written agreement of all the Parties. Each such instrument shall be reduced to
writing.



     Section 3.8 Conflicts. Nothing in this Agreement shall be construed as an agreement to assign
any asset, or any interest therein, that is subject to any agreement that, by its terms or pursuant
to applicable law, is not capable of being sold, assigned, transferred, conveyed or delivered
without the consent or waiver of a third party or a governmental authority unless and until such
consent or waiver shall be given.



     Section 3.9 Integration. This Agreement and the instruments referenced herein supersede all
previous understandings or agreements among the Parties, whether oral or written, with respect to
their subject matter. This document and such instruments contain the entire understanding of the
Parties with respect to the subject matter hereof and thereof. No understanding, representation,
promise or agreement, whether oral or written, is intended to be or



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shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the Parties
after the date of this Agreement.



     Section 3.10 Deed; Bill of Sale; Assignment. To the extent required and permitted by
applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of
the assets and interests referenced herein.



[Signature page follows]





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     IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties as of the date first
above written.



	 	 	 	 	 
	 	TARGA VERSADO HOLDINGS LP

 	 
	 	By:  	Targa Versado Holdings GP LLC,
 its general partner
 	 
	 	 	 
	 	By:  	                    /s/ Rene R. Joyce
 	 
	 	 	Rene R. Joyce 	 
	 	 	Chief Executive Officer 	 



	 	 	 	 	 
	 	TARGA RESOURCES PARTNERS LP

 	 
	 	By:  	Targa Resources GP LLC,
 its general partner
 	 
	 	 	 
	 	By:  	                     /s/ Joe Bob Perkins
 	 
	 	 	Joe Bob Perkins 	 
	 	 	President 	 



	 	 	 	 	 
	 	TARGA NORTH TEXAS GP LLC

 	 
	 	By:  	/s/ Joe Bob Perkins
 	 
	 	 	Joe Bob Perkins 	 
	 	 	President 	 



Signature Page to Contribution, Conveyance and Assumption Agreement