Exhibit
10.32







AMENDMENT
TO THE AMENDED AND RESTATED


NATURAL
GAS PURCHASE AGREEMENT





Effective
as of July 1, 2009





between





TARGA
GAS MARKETING LLC (“Buyer”)





-and-





TARGA
TEXAS FIELD SERVICES LP (“Seller”)








Recitals:





A.           Seller
and Buyer have previously entered into an Amended and Restated Natural Gas
Purchase Agreement, effective as of March 1, 2009  (collectively, the
“Agreement”);





B.           Seller
and Buyer hereby agree to amend the Agreement as contemplated
herein;





NOW,
THEREFORE, for and in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:





1.           Exhibit
“B” to the Agreement shall be deleted in its entirety and replaced with the
Exhibit  attached hereto.








IN
WITNESS WHEREOF the parties have executed this Amendment on January 25, 2010,
with the effective date as of July 1, 2009.








TARGA
GAS MARKETING
LLC                                                                           TARGA TEXAS FIELD SERVICES
LP





By:  Targa Resources
Texas GP LLC, its


general partner






By:  /s/
      Stacy Duke
              
              
              By: 
      /s/ Dan C.
      MiddlebrooksName: 
      Stacy Duke
              
              
              Name: 
      Dan C.
      MiddlebrooksTitle: 
      Vice
      President
              
              
              Title: 
      Assistant Vice
      President –Supply
      and
                Business Development,
      San Angelo
                Operating
      Unit











Exhibit to the Amendment to
the Amended and Restated


Natural Gas Purchase
Agreement





“EXHIBIT “B”


TO
NATURAL GAS SALES AGREEMENT


Between
Targa Gas Marketing LLC, Buyer


and


Targa
Texas Field Services LP, Seller


Effective
as of March 1, 2009












Mertzon
      PlantApplicable
      Transport
              
              Near
      Market Point
              Near
      Market Price
              
              Remote
      Market PriceEPNG
              
              Permian
      Pool
              Net
      Permian Index Price
              
              Net
      Permian Index
                PriceKM
              
              Houston
      Ship Channel Pool
              Net
      HSC Index PriceN/A
              
              Tailgate
      of Plant
              WASP
      of Tailgate Sales
              
              
              N/ASterling
      PlantApplicable
      Transport
              
              Near
      Market Point
              Near
      Market Price
              
              Remote
      Market PriceET
      Fuel
              
              Waha
      Hub
              Waha
      Index Price minus $0.06
              
              Adjusted
      Waha Index Price *EPNG/ET
      Fuel
              
              Permian
      Pool
                (Keystone)
              Waha
      Index Price minus $0.06EPNG/ET
      Fuel
              
              Waha
      Pool
              Waha
      Index Price minus $0.06
              
              Adjusted
      Waha Index Price *N/A
              
              Tailgate
      of Plant
              WASP
      of Tailgate Sales
              
              
              N/A