EX-10.1



 Exhibit 10.1 
 Execution Version 
 Targa Resources Partners LP

 and 
 Targa Resources Partners Finance Corporation 
 $625,000,000


4 1/4% Senior Notes Due 2023 

PURCHASE AGREEMENT 
 May 9, 2013 
 WELLS FARGO SECURITIES, LLC

 BARCLAYS CAPITAL INC. 
 DEUTSCHE BANK SECURITIES INC. 
 J.P.
MORGAN SECURITIES LLC 
 RBC CAPITAL MARKETS, LLC 

As representatives of the 
 several Initial
Purchasers listed 
 in Schedule 1 hereto 
 c/o Wells Fargo Securities, LLC 
 475 Park Avenue 

4th
 Floor 
 New York, New York 10152 

Ladies and Gentlemen: 
 Targa
Resources Partners LP, a limited partnership organized under the laws of Delaware (the “Partnership”), along with Targa Resources Partners Finance Corporation, a Delaware corporation (“Finance Co” and, together with
the Partnership, the “Issuers”), hereby confirm their agreement with the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”) for whom Wells Fargo Securities, LLC, Barclays
Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC are acting as representatives (the “Representatives”) as set forth below. 

Targa Resources GP LLC, a Delaware limited liability company (the “General Partner”), owns a 2% general partnership
interest in the Partnership. The Partnership’s direct or indirect majority-owned subsidiaries are listed in Schedule 2 hereto and are referred to herein as the “Subsidiaries”; and the Subsidiaries listed in Schedule
3 hereto are referred to herein as the “Non-Guarantor Subsidiaries.” 







 Section 1. The Securities. Subject to the terms and
conditions herein contained, the Issuers propose to issue and sell to the Initial Purchasers $625,000,000 aggregate principal amount of their 4 1/4% Senior Notes due 2023 (the “Notes”), which will be unconditionally
guaranteed on a senior basis as to principal, premium, if any, and interest (the “Guarantees”) by the Subsidiaries of the Partnership named in Schedule 4 hereto (each individually, a “Guarantor” and
collectively, the “Guarantors” and, together with the Non-Guarantor Subsidiaries (other than the entities named in Schedule 5 hereto), the “Material Subsidiaries”). The Guarantors, other than (i) Sound
Pipeline Company, LLC, a Washington limited liability company (the “Washington Guarantor”), (ii) Targa Assets LLC, a Colorado limited liability company (“Targa Assets”), and (iii) Targa Fort Berthold
Gathering LLC, a Colorado limited liability company (together with Targa Assets, the “Colorado Guarantors”), are referred to herein as the “Delaware Guarantors.” The Notes are to be issued under an indenture (the
“Indenture”) to be dated as of May 14, 2013, by and among the Issuers, the Guarantors and U.S. Bank National Association, as Trustee (the “Trustee”). 

The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the
“Act”), in reliance on exemptions therefrom. 
 In connection with the sale of the Notes, the Issuers have
prepared a preliminary offering memorandum dated May 9, 2013 (including any documents incorporated therein by reference, the “Preliminary Memorandum”) setting forth or including a description of the terms of the Notes, the
terms of the offering of the Notes, a description of the Partnership and any material developments relating to the Partnership after the date of the most recent historical financial statements included therein. As used herein, “Pricing
Disclosure Package” shall mean the Preliminary Memorandum, as supplemented or amended by the written communications listed on Annex A hereto in the most recent form that has been prepared and delivered by the Issuers to the Initial
Purchasers in connection with their solicitation of offers to purchase Notes prior to the time when sales of the Notes were first made (the “Time of Execution”). Promptly after the Time of Execution and in any event no later than
the second Business Day following the Time of Execution, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum (including any documents incorporated therein by reference, the “Final Memorandum”),
which will consist of the Preliminary Memorandum with such changes therein as are required to reflect the information contained in the amendments or supplements listed on Annex A hereto. The Issuers hereby confirm that each of the Issuers has
authorized the use of the Pricing Disclosure Package, the Final Memorandum and the Recorded Road Show (defined below) in connection with the offer and sale of the Notes by the Initial Purchasers. 

All references in this Agreement to financial statements and schedules and other information which is “contained,”
“included” or “stated” in the Offering Memorandum (as defined below) (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are
incorporated by reference in the Offering Memorandum; and all references in this Agreement to amendments or supplements to the Offering Memorandum shall be deemed to mean and include the filing of any document under the Securities Exchange Act of
1934 (the “Exchange Act”) which is incorporated by reference in the Offering Memorandum. 

  
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 The Initial Purchasers and their direct and indirect transferees of
the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Issuers and the Guarantors
will agree, among other things, to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined
in the Registration Rights Agreement) under the Act, unless (i) the Notes are freely transferable without volume restrictions by holders that are not affiliates of the Issuers in accordance with Rule 144 (or any similar provision then in
effect), (ii) the Notes do not bear a restrictive legend and (iii) the Notes do not bear a restricted CUSIP number as of the 370th day after the Closing Date. 
 Section 2. Representations and Warranties. As of the Time of Execution and at the Closing Date, the Issuers and the Guarantors jointly and severally represent and warrant to and agree with
each of the Initial Purchasers as follows (references in this Section 2 to the “Offering Memorandum” are to (i) the Pricing Disclosure Package in the case of representations and warranties made as of the Time of Execution
and (ii) both the Pricing Disclosure Package and the Final Memorandum in the case of representations and warranties made at the Closing Date): 
 (a) The Preliminary Memorandum, on the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading. At the Time of Execution, the Pricing Disclosure Package did not, and on the Closing Date, will not, and the Final Memorandum as of its date and on the Closing Date will not contain any
untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Issuers and the
Guarantors make no representation or warranty as to the information contained in or omitted from the Pricing Disclosure Package and Final Memorandum, in reliance upon and in conformity with information furnished in writing to the Partnership by or
on behalf of the Initial Purchasers through the Representatives specifically for inclusion therein. The Issuers and the Guarantors have not distributed or referred to and will not distribute or refer to any written communications (as defined in Rule
405 of the Act) that constitute an offer to sell or solicitation of an offer to buy the Notes (each such communication by the Issuers and the Guarantors or each of their agents and representatives (other than the Pricing Disclosure Package and Final
Memorandum) an “Issuer Written Communication”) other than the Pricing Disclosure Package, the Final Memorandum and the recorded electronic road show made available to investors (the “Recorded Road Show”). Any
information in an Issuer Written Communication that is not otherwise included in the Pricing Disclosure Package and the Final Memorandum does not conflict with the Pricing Disclosure Package or the Final Memorandum and, each Issuer Written
Communication, when taken together with the Pricing Disclosure Package does not at the Time of Execution and when taken together with the Final Memorandum at the Closing Date will not, contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

  
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 (b) Each of the Partnership, the General Partner and the Material
Subsidiaries has been duly organized or formed and is validly existing as a limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction set forth opposite its name in Schedule 2
attached hereto, with full power and authority to own or lease its properties and to conduct its business, in each case as described in the Offering Memorandum in all material respects. Each of the Partnership, the General Partner and the Material
Subsidiaries is duly registered or qualified to do business as a foreign limited partnership or limited liability company, as applicable, and is in good standing under the laws of each jurisdiction which requires such registration or qualification,
except where the failure to be so registered or qualified would not reasonably be expected to have a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse effect on (i) the business or properties,
earnings, condition (financial or otherwise) or prospects, taken as a whole, of the Partnership and its Subsidiaries, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of each Issuer and each
Guarantor to perform its obligations under the Notes. 
 (c) Finance Co has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of Delaware. 
 (d) The General Partner is
the sole general partner of the Partnership with a 2.0% general partner interest in the Partnership; such general partner interest has been duly and validly authorized and issued in accordance with the agreement of limited partnership of the
Partnership (as the same may be amended or restated at or prior to the Closing Date, the “Partnership Agreement”); and the General Partner owns such general partner interest free and clear of all liens, encumbrances, security
interests, charges or other claims (“Liens”) other than (i) those created by or arising under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) or the Partnership Agreement,
(ii) restrictions on transferability and other Liens described in the Offering Memorandum, (iii) those arising under that certain Second Amended and Restated Credit Agreement, dated October 3, 2012, by and among the Partnership, Bank
of America, N.A., as administrative agent, and other lenders named therein (as supplemented, amended or restated and together with the agreements, exhibits and attachments contemplated or included therein, the “Partnership Credit
Agreement”), and (iv) those arising under the Credit Agreement, dated October 3, 2012, by and among Targa Resources Corp., Deutsche Bank Trust Company Americas, as administrative agent, collateral agent, swing line lender and the
L/C issuer and each lender from time to time party thereto (the “TRC Credit Agreement”). 
 (e)
All of the issued and outstanding equity interests of each Material Subsidiary (i) have been duly authorized and validly issued (in accordance with the bylaws or the limited partnership or limited liability company agreement (collectively, the
“Organizational Agreements”) or the certificate of limited partnership, formation or conversion, or other similar organizational document (in each case as in effect on the date hereof and as the same may be amended or restated on or
prior to the Closing Date) (collectively with the Organizational Agreements, the “Organizational Documents”), as applicable, of such Material Subsidiary), are fully paid (in the case of an interest in a


  
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limited partnership or limited liability company, to the extent required under the Organizational Documents of such Material Subsidiary) and nonassessable (except as such nonassessability may be
affected by Sections 17-607 and 17-804 of the Delaware LP Act or Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), as applicable), other than equity interests that are not owned,
directly or indirectly, by the Partnership, and (ii) other than Cedar Bayou Fractionators, L.P., a Delaware limited partnership (“CBF”), Versado Gas Processors, L.L.C., a Delaware limited liability company
(“Versado”), and Venice Energy Services Company, L.L.C., a Delaware limited liability company (“VESCO”), are owned, directly or indirectly, by the Partnership, free and clear of all Liens, other than those arising
under the Partnership Credit Agreement. The Partnership owns, directly or indirectly, an 88% interest in CBF, a 63% interest in Versado and a 76.7536% interest in VESCO, in each case free and clear of all Liens except those arising under the
Partnership Credit Agreement and the applicable Organizational Documents. The Subsidiaries other than the Material Subsidiaries did not, individually or in the aggregate, account for (x) more than 10% of the total assets of the Partnership and
the Subsidiaries, taken as a whole, as of March 31, 2013 or (y) more than 10% of the net income of the Partnership and the Subsidiaries, taken as a whole, for the three months ended March 31, 2013. 

(f) The authorized, issued and outstanding equity interests of the Partnership are as set forth in the Offering Memorandum
as of the dates specified therein. All of the issued equity interests of the Partnership and all of the issued shares of capital stock of Finance Co have been duly authorized and validly issued and are fully paid (to the extent required in the
Partnership Agreement with respect to the Partnership) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act with respect to the Partnership); and none of the outstanding equity
interests of the Partnership and none of the outstanding shares of capital stock of Finance Co were issued in violation of the preemptive or other similar rights of any security holder of the Partnership or Finance Co, respectively. 

(g) Except as otherwise disclosed in the Offering Memorandum and except with respect to the incentive distribution rights
held by the General Partner, there are no outstanding (i) securities or obligations of the Partnership convertible into or exchangeable for any equity interests of the Partnership, (ii) warrants, rights or options to subscribe for or
purchase from the Partnership any such equity interests or any such convertible or exchangeable securities or obligations or (iii) obligations of the Partnership to issue any such equity interests, any such convertible or exchangeable
securities or obligations, or any such warrants, rights or options. 
 (h) Each of the Issuers and each Guarantor
has all requisite corporate, partnership or limited liability company power and authority to execute, deliver and perform each of its obligations under the Notes, the Exchange Notes and the Private Exchange Notes (as defined in the Registration
Rights Agreement). The Notes, the Exchange Notes and the Private Exchange Notes have each been duly authorized by the Issuers and, when executed by each of the Issuers and authenticated by the Trustee in accordance with the provisions of the
Indenture and, in the case of the Notes, when delivered to and paid for by the Initial Purchasers in accordance with the terms of this 

  
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Agreement, and, in the case of any Exchange Notes or Private Exchange Notes, when issued in exchange for the Notes as provided in the Registration Rights Agreement, will constitute valid and
legally binding obligations of each of the Issuers, entitled to the benefits of the Indenture, and enforceable against each of the Issuers in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may
be brought (collectively, the “Enforceability Exceptions”). The Guarantees have been duly authorized and, upon the due issuance and delivery of the related Notes and the due endorsement of the notations of Guarantee thereon, will
constitute valid and legally binding obligations of each Guarantor, enforceable against each Guarantor in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exceptions, and will be entitled to the
benefits of the Indenture. 
 (i) Each of the Issuers and each Guarantor has all requisite corporate, partnership
or limited liability company power and authority to execute, deliver and perform each of its obligations under the Indenture. The Indenture meets the requirements for qualification under the Trust Indenture Act of 1939, as amended (the
“TIA”). The Indenture has been duly authorized by each of the Issuers and Guarantors and, when executed and delivered by each of the Issuers and each Guarantor (assuming the due authorization, execution and delivery by the Trustee),
will constitute a valid and legally binding agreement of each of the Issuers and each Guarantor, enforceable against each of the Issuers and each Guarantor in accordance with its terms, except that the enforcement thereof may be subject to the
Enforceability Exceptions. 
 (j) Each of the Issuers and each Guarantor has all requisite corporate, partnership
or limited liability company power and authority to execute, deliver and perform each of its obligations under the Registration Rights Agreement. The Registration Rights Agreement has been duly authorized by the Issuers and the Guarantors and, when
executed and delivered by each of the Issuers and each Guarantor (assuming the due authorization, execution and delivery by the Initial Purchasers), will constitute a valid and legally binding agreement of each of the Issuers and each Guarantor,
enforceable against each of the Issuers and each Guarantor in accordance with its terms, except that (A) the enforcement thereof may be subject to the Enforceability Exceptions and (B) any rights to indemnity or contribution thereunder may
be limited by federal and state securities laws and public policy considerations. 
 (k) Each of the Issuers and
each Guarantor has all requisite corporate, partnership or limited liability company power and authority to execute, deliver and perform each of its obligations under this Agreement and to consummate the transactions contemplated hereby. This
Agreement and the consummation by each of the Issuers and each Guarantor of the transactions contemplated hereby have been duly authorized by each of the Issuers and each Guarantor. This Agreement has been duly executed and delivered by each of the
Issuers and each Guarantor. 

  
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 (l) No permit, consent, approval, authorization, order, registration, filing
or qualification (“Permits”) of or with any court or governmental agency or body having jurisdiction over any of the Issuers or any Material Subsidiary or any of their respective properties or assets is required in connection with
the issuance and sale by the Issuers of the Notes to the Initial Purchasers or the consummation by the Issuers of the other transactions contemplated hereby, except (i) such Permits as may be required under the Act, the Exchange Act and state
securities or “Blue Sky” laws of any jurisdiction, (ii) such Permits as have been obtained or will be obtained prior to the Closing Date, (iii) such Permits that, if not obtained, could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect and (iv) such Permits as are disclosed in the Offering Memorandum. 
 (m) Neither of the Issuers nor any Material Subsidiary is in (i) violation of its Organizational Documents, or violation of any statute, law, rule or regulation, or any judgment, order, injunction or
decree of any court, governmental agency or body or arbitrator having jurisdiction over any of the Issuers or Material Subsidiaries or any of their respective properties or assets or, (ii) breach, default (or an event which, with notice or
lapse of time or both, would constitute such an event) or violation in the performance of any obligation, agreement or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it
is a party or by which it or any of its properties may be bound, which in the case of either clause (i) or (ii) would, if continued, have a Material Adverse Effect. 

(n) None of (i) the execution, delivery and performance by either of the Issuers or any Guarantor of this Agreement,
the Indenture and the Registration Rights Agreement or (ii) the consummation by either of the Issuers or any Guarantor of the transactions contemplated hereby (including, without limitation, the issuance and sale of the Notes to the Initial
Purchasers), (A) conflicts or will conflict with or constitutes or will constitute a violation of the Organizational Documents of either of the Issuers or any Guarantor, (B) conflicts or will conflict with or constitutes or will constitute
a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which either of
the Issuers or any Guarantor is a party or by which any of them or any of their respective properties may be bound, or (C) (assuming compliance with all applicable state securities or “Blue Sky” laws and assuming the accuracy of the
representations and warranties of the Initial Purchasers in Section 8 hereof) violates or will violate any statute, judgment, decree, order, rule or regulation applicable to either of the Issuers or any Guarantor or any of their respective
properties or assets, except, with respect to clauses (B) and (C) only, for any such conflict, breach or violation that would not, individually or in the aggregate, have a Material Adverse Effect. 

(o) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner, and is a valid and
legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms. 

  
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 (p) The Organizational Agreements of the Material Subsidiaries, as
applicable, have been duly authorized, executed and delivered by the parties thereto, and are valid and legally binding agreements of such parties, enforceable against such parties in accordance with their terms; provided, that, with respect
to such agreements, the enforceability thereof may be limited by the Enforceability Exceptions; provided, further; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable
laws and public policy. 
 (q) The audited consolidated financial statements of the Partnership and its
Subsidiaries included in the Offering Memorandum present fairly in all material respects the financial position, results of operations and cash flows of the Partnership and its consolidated Subsidiaries purported to be shown thereby on the basis
stated therein at the respective dates or for the respective periods to which they apply, and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except to the extent
disclosed therein. The summary and selected financial, statistical and operating information in the Offering Memorandum is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical
consolidated financial statements, as applicable, from which it has been derived. PricewaterhouseCoopers LLP (the “Independent Accountants”), which has certified certain financial statements of the Partnership and its Subsidiaries
and delivered its report with respect to the audited consolidated financial statements incorporated by reference in the Offering Memorandum, is an independent public accounting firm within the meaning of the Act and the rules and regulations
promulgated thereunder. The unaudited pro forma condensed consolidated financial statements of the Partnership and its Subsidiaries and the related notes thereto incorporated by reference in the Offering Memorandum present fairly the information
contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the
preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The interactive data in eXtensbile Business Reporting Language included or incorporated by
reference in the Pricing Disclosure Package and the Final Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all
material respects. 
 (r) The audited consolidated financial statements of Saddle Butte Pipeline, LLC
incorporated by reference in the Offering Memorandum present fairly in all material respects the financial position, results of operations and cash flows of Saddle Butte Pipeline, LLC purported to be shown thereby on the basis stated therein at the
respective dates or for the respective periods to which they apply, and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except to the extent disclosed therein.
Hein & Associates LLP, which has certified the financial statements of Saddle Butte Pipeline, LLC and delivered its report with respect to the audited consolidated financial statements of Saddle Butte Pipeline, LLC incorporated by reference
in the Offering Memorandum, is an independent public accounting firm within the meaning of the Act and the rules and regulations promulgated thereunder. 

  
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 (s) Except as set forth or contemplated in the Offering Memorandum, there is
(i) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of the Partnership, threatened, to which any of the Issuers or Material
Subsidiaries is or may be a party or to which the business or property of any of the Issuers or Material Subsidiaries is or may be subject, (ii) to the knowledge of the Partnership, no statute, rule, regulation or order that has been enacted,
adopted or issued by any governmental agency and (iii) no injunction, restraining order or order of any nature issued by a federal or state court or foreign court of competent jurisdiction to which any of the Issuers or Material Subsidiaries is
or may be subject, that, in the case of clauses (i), (ii) and (iii) above, is reasonably expected to (A) individually or in the aggregate have a Material Adverse Effect, (B) prevent the consummation of the issuance or sale of the
Notes to be sold hereunder, or (C) draw into question the validity of this Agreement. 
 (t) Each of the
Issuers and the Material Subsidiaries possesses such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory
agencies or bodies necessary to conduct their respective businesses, except where the failure so to possess would not, individually or in the aggregate, result in a Material Adverse Effect; each of the Issuers and each Material Subsidiary is in
compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in
full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, result in a Material Adverse Effect; and except
as described in the Offering Memorandum, neither of the Issuers and no Material Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, individually or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. 
 (u)
Since the date of the most recent financial statements appearing in the Offering Memorandum and except as set forth or contemplated in the Offering Memorandum, (i) none of the Issuers or the Material Subsidiaries has incurred any liabilities or
obligations, direct or contingent, or entered into or agreed to enter into any transactions or contracts (written or oral) not in the ordinary course of business, which liabilities, obligations, transactions or contracts would, individually or in
the aggregate, be material to the general affairs, management, business, condition (financial or otherwise), prospects or results of operations of the Partnership and its Subsidiaries, taken as a whole and (ii) the Partnership has not purchased
any of its outstanding equity interests, nor declared, paid or otherwise made any distribution of any kind on its equity interests (other than (A) the Partnership’s quarterly distributions and (B) with respect to any of the
Subsidiaries, the purchase of, or dividend or distribution on, capital stock or equity interests owned by the Partnership). 

  
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 (v) Except as set forth or contemplated in the Offering Memorandum, each of
the Issuers and the Material Subsidiaries has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof, except in any case in which the failure so to file, individually or in the
aggregate, would not have a Material Adverse Effect, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such
assessment, fine or penalty that is currently being contested in good faith or as, individually or in the aggregate, would not have a Material Adverse Effect. 
 (w) Immediately after the consummation of the transactions contemplated by this Agreement, the fair value and present fair saleable value of the assets of each of the Issuers and the Material Subsidiaries
(each on a consolidated basis) will exceed the sum of its stated liabilities and identified contingent liabilities. Each of the Issuers and the Guarantors is not now nor, after giving effect to the issuance of the Notes and the execution, delivery
and performance of this Agreement, the Registration Rights Agreement and the Indenture and the consummation of the transactions contemplated thereby or described in the Offering Memorandum, will be (i) insolvent, (ii) left with
unreasonably small capital with which to engage in its anticipated business or (iii) incurring debts or other obligations beyond its ability to pay such debts or obligations as they become due. 

(x) Any statistical and market-related data included in the Offering Memorandum are based on or derived from sources that
each of the Issuers and the Guarantors believe to be reliable and accurate, and the Issuers have obtained the written consent to the use of such data from such sources to the extent required. 

(y) Each of the Issuers and the Material Subsidiaries has good and marketable title to all real property and good title to
all personal property described in the Offering Memorandum as being owned by it free and clear of all Liens, except (i) as described, and subject to limitations contained, in the Offering Memorandum, (ii) Liens that arise under the
Partnership Credit Agreement or the TRC Credit Agreement or (iii) to the extent the failure to have such title or the existence of such Liens would not, individually or in the aggregate, have a Material Adverse Effect; provided that,
with respect to any real property and buildings held under lease by the Partnership and the Material Subsidiaries, such real property and buildings are held under valid and subsisting and enforceable leases with such exceptions as do not materially
interfere with the use of the properties of the Partnership and the Material Subsidiaries taken as a whole as they have been used in the past as described in the Offering Memorandum and are proposed to be used in the future as described in the
Offering Memorandum, except to the extent the failure to hold such valid and subsisting and enforceable leases would not, individually or in the aggregate, have a Material Adverse Effect. 

(z) The Partnership and the Material Subsidiaries have such easements or rights-of-way (collectively,
“rights-of-way”) as are necessary to conduct their business in the manner described, and subject to the limitations contained, in the Offering Memorandum, except for (i) qualifications, reservations and encumbrances that would
not have, individually or in the aggregate, a Material Adverse Effect, (ii) such rights-of-way 

  
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that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect and (iii) rights-of-way held by affiliates of the Partnership as nominee for the benefit of
the Partnership and the Material Subsidiaries. 
 (aa) Except for such exceptions that would not reasonably be
expected to result in a Material Adverse Effect, (i) each of the Issuers and each Material Subsidiary owns or possesses, or can acquire or use on reasonable terms, adequate patents, patents rights, licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual
Property”) necessary to carry out their respective businesses now or proposed to be operated by them as described in the Offering Memorandum, and (ii) each of the Issuers and each Material Subsidiary has not received any notice and is
not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect any of its
interest therein. 
 (bb) There are no legal or governmental proceedings pending or, to the knowledge of the
Partnership, threatened or contemplated, against either of the Issuers or the Material Subsidiaries or any of their respective properties or assets that would be required to be described in a prospectus pursuant to the Act that are not described in
the Offering Memorandum, nor are there any agreements, contracts, indentures, leases or other instruments that would be required to be described in a prospectus pursuant to the Act that are not described in the Offering Memorandum. Except as set
forth or contemplated in the Offering Memorandum, to the knowledge of the Partnership, no legal or governmental proceedings are pending or threatened to which either of the Issuers or any of the Material Subsidiaries is a party or to which the
property or assets of the Issuers or any Material Subsidiary is subject that, if determined adversely to the Issuers or the Material Subsidiaries, could be reasonably expected to result, individually or in the aggregate, in a Material Adverse
Effect. 
 (cc) The Partnership is in compliance in all material respects with all applicable provisions of the
Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes Oxley Act”). 
 (dd) Except as would not, individually or in the aggregate, result in a Material Adverse Effect: (i) the Partnership and the Material Subsidiaries are and, during the relevant time periods specified
in all applicable statutes of limitation, have been in compliance with applicable Environmental Laws (as defined below); (ii) the Partnership and the Material Subsidiaries have obtained and are in compliance with all Environmental Permits (as
defined below) required of them under applicable Environmental Laws to conduct the Partnership’s business as presently conducted; (iii) none of the Partnership or the Material Subsidiaries has received any written notice of an action,
suit, demand, claim, hearing, notice of violation or investigation, or proceeding, which matter remains unresolved and alleges liability of the Partnership or any Material Subsidiary under, or violation by the Partnership or any Material Subsidiary
of, any Environmental Law, and to the knowledge of the Partnership, no facts, circumstances or 

  
 11 









 
conditions exist that would reasonably be expected to result in the receipt of such notice; and (iv) to the knowledge of the Partnership, there are no releases of Hazardous Materials (as
defined below) that would reasonably be expected to give rise to liabilities or obligations under any Environmental Law. 
 For
purposes of this Agreement: (i) “Environmental Law” means all federal, state and local laws, rules (including but not limited to rules of common law), regulations, ordinances, orders, decrees and other legally-enforceable
requirements of any governmental entity relating to pollution, protection of human health (to the extent relating to exposure to Hazardous Materials) or the Environment, including those relating to the generation, storage, treatment, disposal,
transport or release of Hazardous Materials; (ii) “Hazardous Materials” means any pollutant or contaminant, chemical, material, waste or substance in any form regulated under any applicable Environmental Law including, but not
limited to any: (A) “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; (B) “hazardous waste” as defined in the Resource Conservation
and Recovery Act, as amended; (C) petroleum or petroleum product, natural gas, natural gas liquids, or crude oil or any fraction thereof; (D) polychlorinated biphenyls; and (E) naturally occurring radioactive materials; and
(iii) “Environmental Permits” means any permit, authorization, license, variance, and approvals required under applicable Environmental Law; (iv) “Environment” means ambient air, indoor air, surface water,
groundwater, drinking water, land surface and subsurface strata, and natural resources such as wetlands, flora and fauna. 
 (ee) There is no strike, labor dispute, slowdown or work stoppage with the employees of the Issuers or the Material Subsidiaries that is pending or, to the knowledge of the Partnership, threatened that
could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 
 (ff) Except
as disclosed in the Offering Memorandum, no proceedings for the merger, consolidation, liquidation or dissolution of either of the Issuers or the Material Subsidiaries or the sale of all or a material part of the assets of either of the Issuers or
the Material Subsidiaries or any material acquisition by either of the Issuers or any Material Subsidiary are pending that would be required by the Act to be disclosed in a prospectus included in a Registration Statement on Form S-1 under the Act.

 (gg) (i) The Issuers and the Material Subsidiaries have not sustained, since the date of the latest audited
financial statements included in the Offering Memorandum (exclusive of any amendment or supplement thereto), any loss or interference with its business or properties from fire, explosion, flood, accident or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or decree (whether domestic or foreign) otherwise than as set forth in the Offering Memorandum (exclusive of any amendment or supplement thereto) and (ii) since such
date, there has not occurred any change or development, in each case, that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

  
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 (hh) Each of the Issuers and the Material Subsidiaries carries or is
entitled to the benefits of insurance relating to their assets, with financially sound and reputable insurers, in such amounts and covering such risks as is commercially reasonable, and all such insurance is in full force and effect. Each of the
Issuers and the Material Subsidiaries has no reason to believe that it will not be able (i) to renew their existing insurance coverage relating to their respective assets as and when such policies expire or (ii) to obtain comparable
coverage relating to their respective assets from similar institutions as may be necessary or appropriate to conduct such business as now conducted and at a cost that would not reasonably be expected to have a Material Adverse Effect. 

(ii) Except as disclosed in the Offering Memorandum, neither of the Issuers nor any Material Subsidiary is subject to rate
regulation under federal law. 
 (jj) Each of the Issuers and each Material Subsidiary is in compliance in all
material respects with its obligations under all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”); with
respect to each “plan” (as defined in Section 3(3) of ERISA) in which any current or former employees of the Partnership or of any trade or business that, together with the Partnership, is or has been treated, within the six years
preceding such date, as a single employer under Section 4001(b)(1) of ERISA or Section 414 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”), are or
have been eligible to participate; no “reportable event” (as defined in ERISA) has occurred with respect to any such plan that is a “pension plan” (as defined in ERISA, hereinafter, a “Pension Plan”) for which
any of Issuer or a Material Subsidiary would have any liability, excluding any reportable event for which a waiver could apply; none of the Issuers or Material Subsidiaries expects to incur liability under (i) Title IV of ERISA with respect to
termination of, or withdrawal from, any Pension Plan or (ii) Sections 430 or 4971 of the Code with respect to any Pension Plan. None of the Partnership or the Material Subsidiaries maintains a Pension Plan that is subject to Title IV of ERISA.

 (kk) The Partnership and the Material Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Partnership’s and the Material Subsidiaries’ internal controls over
financial reporting are effective and none of the Partnership and the Material Subsidiaries is aware of any material weakness in their internal control over financial reporting. 

  
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 (ll) (i) The Partnership has established and maintains disclosure controls
and procedures (to the extent required by and as such term is defined in Rule 13a-15 under the Exchange Act), (ii) such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Partnership
in the reports filed or to be filed or submitted under the Exchange Act, as applicable, is accumulated and communicated to management of the General Partner, including its principal executive officers and principal financial officers, as
appropriate, to allow timely decisions regarding required disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established to the extent
required by Rule 13a-15 of the Exchange Act. 
 (mm) Neither of the Issuers nor any Guarantor is an
“investment company” or “promoter” or “principal underwriter” for an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company
Act”), and the rules and regulations thereunder. 
 (nn) The descriptions of the Notes, the Indenture
and the Registration Rights Agreement contained in the Offering Memorandum are accurate in all material respects. 
 (oo) No holder of securities of either of the Issuers or the Material Subsidiaries will be entitled to have such securities registered under the registration statements that may be required to be filed by
the Issuers pursuant to the Registration Rights Agreement other than as expressly permitted thereby. 
 (pp) None
of the Issuers, any Material Subsidiary or, to the knowledge of the Issuers, any of their respective Affiliates (as defined in Rule 501(b) of Regulation D under the Act) has directly, or through any agent, (i) sold, offered for sale,
solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Act) that is or could be integrated with the sale of the Notes in a manner that would require the registration under the Act of the Notes or
(ii) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Notes or in any manner involving a public offering within the meaning of
Section 4(2) of the Act. Assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 8 hereof, it is not necessary in connection with the offer, sale and delivery of the Notes to the Initial Purchasers
or the endorsement of the Guarantees by the Guarantors in the manner contemplated by this Agreement to register any of the Notes under the Act or to qualify the Indenture under the TIA. 

(qq) No securities of either of the Issuers or the Guarantors are of the same class (within the meaning of Rule 144A
under the Act) as the Notes and listed on a national securities exchange registered under Section 6 of the Exchange Act, or quoted in a U.S. automated inter-dealer quotation system. 

(rr) None of the Issuers or the Material Subsidiaries has taken, nor will any of them take, directly or indirectly, any
action designed to, or that would constitute or that might be reasonably expected to result in, stabilization or manipulation of the price of the Notes. 

  
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 (ss) None of the Issuers, the Material Subsidiaries or, to the knowledge of
the Issuers, any of their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) has engaged in any directed selling efforts (as that term is defined in Regulation S under the Act (“Regulation
S”)) with respect to the Notes; the Issuers, the Material Subsidiaries and, to the knowledge of the Issuers, their respective Affiliates and any person acting on its or their behalf (other than the Initial Purchasers) have complied with the
offering restrictions requirement of Regulation S. 
 (tt) There are no stamp or other issuance or transfer taxes
or duties or other similar fees or charges required to be paid in the United States in connection with the execution and delivery of this Agreement or the issuance or sale by the Issuers of the Notes. 

(uu) None of the Issuers, the Material Subsidiaries or, to the knowledge of the Issuers, any director, officer, agent,
employee or Affiliate of the Issuers or any of the Material Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the
rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or
authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or
official thereof or any candidate for foreign political office, in contravention of the FCPA; and the Issuers, the Material Subsidiaries and, to the knowledge of the Issuers, their affiliates have conducted their businesses in compliance with the
FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. 

(vv) The operations of the Issuers and the Material Subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the U.S. PATRIOT Act, the rules and regulations
thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Issuers or any of the Material Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Issuers, threatened. 

(ww) No Material Subsidiary is currently prohibited, directly or indirectly, from paying any distributions to the
Partnership, from making any other distribution on such Subsidiary’s equity interests, from repaying to the Partnership any loans or advances to such Subsidiary from the Partnership or from transferring any of such Subsidiary’s


  
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property or assets to the Partnership or any other Subsidiary of the Partnership, except (i) as described in or contemplated by the Pricing Disclosure Package and the Final Memorandum,
(ii) arising under the Partnership Credit Agreement, (iii) such prohibitions mandated by the laws of each such Subsidiary’s state of formation and the terms of any such Subsidiary’s governing instruments and (iv) where such
prohibition would not reasonably be expected to have a Material Adverse Effect. 
 (xx) None of the Issuers, the
Material Subsidiaries or, to the knowledge of the Issuers, any director, officer, agent, employee or Affiliate of the Issuers or any of the Material Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury (“OFAC”); and the Issuers will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint
venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC. 
 Any certificate signed by any officer of the Issuers or the Guarantors and delivered to any Initial Purchaser or to counsel for the Initial Purchasers in connection with the offering of the Notes shall be
deemed a representation and warranty by each of the Issuers or each Guarantor to the Initial Purchasers as to the matters covered thereby. 
 Section 3. Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein
set forth, the Issuers agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Issuers at
99.0% of their principal amount. One or more certificates in global form for the Notes that the Initial Purchasers have agreed to purchase hereunder, each in such principal amount as the Initial Purchasers request upon notice to the Issuers at least
36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such
account or accounts as the Partnership shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of
Vinson & Elkins L.L.P., First City Tower, 1001 Fannin Street, Suite 2500, Houston, Texas at 9:00 A.M. Houston time, on May 14, 2013, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuers, on
the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” 
 Section 4. Offering by the Initial Purchasers. The Initial Purchasers propose to make an offering of the Notes at the price and upon the terms set forth in the Pricing Disclosure Package and
the Final Memorandum as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchasers is advisable. 
 Section 5. Covenants of the Issuers and the Guarantors. Each Issuer and each Guarantor covenants and agrees with each of the Initial Purchasers as follows: 

  
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 (a) Until the later of (i) the completion of the distribution of the
Notes by the Initial Purchasers and (ii) the Closing Date, the Issuers will not amend or supplement the Pricing Disclosure Package or the Final Memorandum or otherwise distribute or refer to any Issuer Written Communication (other than the
Recorded Road Show) unless the Initial Purchasers shall previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement. The Issuers will promptly, upon the reasonable request of the
Initial Purchasers or counsel for the Initial Purchasers, make any amendments or supplements to the Pricing Disclosure Package and the Final Memorandum that may be necessary or advisable in connection with the resale of the Notes by the Initial
Purchasers. 
 (b) The Issuers will cooperate with the Initial Purchasers in arranging for the qualification of
the Notes for offering and sale under the securities or “Blue Sky” laws of such jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of
the Notes; provided, however, that in connection therewith, the Issuers shall not be required to qualify as a foreign limited partnership or corporation or to execute a general consent to service of process in any jurisdiction or
subject itself to taxation in any such jurisdiction where it is not then so subject. 
 (c) (1) If, at any time
prior to the completion of the sale by the Initial Purchasers of the Notes, any event occurs or information becomes known as a result of which the Final Memorandum as then amended or supplemented would include any untrue statement of a material
fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Final
Memorandum to comply with applicable law, the Issuers will promptly notify the Initial Purchasers thereof and will prepare, at the expense of the Partnership, an amendment or supplement to the Final Memorandum that corrects such statement or
omission or effects such compliance and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Pricing Disclosure Package as then amended or supplemented would
include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or any Issuer Written Communication
would conflict with the Pricing Disclosure Package as then amended or supplemented, or (ii) it is necessary to amend or supplement any of the Pricing Disclosure Package so that any of the Pricing Disclosure Package or any Issuer Written
Communication will comply with law, the Issuers will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (a) above, furnish to the Initial Purchasers such amendments or supplements to any of the
Pricing Disclosure Package or any Issuer Written Communication (it being understood that any such amendments or supplements may take the form of an amended or supplemented Final Memorandum) as may be necessary so that the statements in any of the
Pricing Disclosure Package as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading or so that any Issuer Written Communication will not conflict with the Pricing Disclosure Package or so that
the Pricing Disclosure Package or any Issuer Written Communication as so amended or supplemented will comply with law. 

  
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 (d) The Issuers will, without charge, provide to the Initial Purchasers and
to counsel for the Initial Purchasers as many copies of the Pricing Disclosure Package, any Issuer Written Communication and the Final Memorandum or any amendment or supplement thereto as the Initial Purchasers may reasonably request. 

(e) The Partnership will apply the net proceeds from the sale of the Notes as set forth under “Use of Proceeds”
in the Pricing Disclosure Package and the Final Memorandum. 
 (f) Prior to the Closing Date, the Issuers will
furnish to the Initial Purchasers, as soon as they have been prepared, a copy of any unaudited interim financial statements of the Issuers for any period subsequent to the period covered by the most recent financial statements appearing in the
Pricing Disclosure Package and the Final Memorandum; provided, however, that the Issuers do not need to furnish such financial statements to the Initial Purchasers if they are available on the Commission’s website. 

(g) None of the Issuers or any of its affiliates that it controls will, and the Issuers will use their commercially
reasonable efforts to cause their other affiliates (other than Warburg Pincus LLC and its affiliates (other than Targa Resources Corp. and its subsidiaries)) not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of
any “security” (as defined in the Act) that could be integrated with the sale of the Notes in a manner which would require the registration under the Act of the Notes. 

(h) The Issuers will not, and will not permit any of their subsidiaries or their respective affiliates that they control
or persons acting on their behalf to, and the Issuers will use their commercially reasonable efforts to cause their other affiliates (other than Warburg Pincus LLC and its affiliates (other than Targa Resources Corp. and its subsidiaries)) not to,
engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Notes or in any manner involving a public offering within the meaning of
Section 4(2) of the Act. 
 (i) For so long as any of the Notes remain outstanding, the Issuers will make
available at their expense, upon request, to any holder of such Notes and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Act, unless either of the Issuers is then subject to Section 13 or 15(d) of
the Exchange Act. 
 (j) The Issuers will use their commercially reasonable best efforts to permit the Notes to
be eligible for clearance and settlement through The Depository Trust Company. 
 (k) During the period beginning
on the date hereof and continuing to the date that is 45 days after the Closing Date, without the prior written consent of Wells Fargo Securities, LLC, the Issuers will not offer, sell, contract to sell or otherwise dispose


  
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of, except as provided hereunder, any securities of the Issuers (or guaranteed by the Issuers) that are substantially similar to the Notes (except for the Notes which would be issuable pursuant
to the exchange offer described in the Preliminary Memorandum and the Final Memorandum). 
 (l) In connection
with Notes offered and sold in an offshore transaction (as defined in Regulation S) the Issuers will not register any transfer of such Notes not made in accordance with the provisions of Regulation S and will not, except in accordance with the
provisions of Regulation S, if applicable, issue any such Notes in the form of definitive securities. 
 (m) None
of the Issuers or any of their affiliates that they control will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Notes. 

(n) For a period of one year (calculated in accordance with paragraph (d) of Rule 144 under the Act) following
the date any Notes are acquired by either of the Issuers or any of their affiliates, if the Notes are Registrable Securities (as defined in the Registration Rights Agreement), neither of the Issuers nor any of their respective affiliates that they
control will sell any such Notes. 
 (o) For so long as any Notes are outstanding, the Issuers and the Guarantors
will conduct their operations in a manner that will not subject the Issuers or any Guarantor to registration as an investment company under the Investment Company Act. 

(p) Each Note will bear a legend substantially to the following effect until such legend shall no longer be necessary or
advisable because the Notes are no longer subject to the restrictions on transfer described therein: 
 “THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES
THAT IT WILL NOT WITHIN [IN THE CASE OF NOTES SOLD IN RELIANCE ON RULE 144A: ONE YEAR] [IN THE CASE OF NOTES SOLD IN RELIANCE ON REGULATION S: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY (THE “RESALE RESTRICTION 

  
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TERMINATION DATE”) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO AN ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR,
THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUERS SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION, NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AS USED HEREIN. THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER OR AN ISSUER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE.” 
 Section 6. Expenses. The Partnership agrees to pay all costs and expenses incident to the performance of the Issuers’ and Guarantors’ obligations under this Agreement, whether or not
the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 11 hereof, including all costs and expenses incident to (i) the printing, word processing or other production of documents with
respect to the transactions contemplated hereby, including any costs of printing the Pricing Disclosure Package and the Final Memorandum and any amendment or supplement thereto, and any “Blue Sky” memoranda, (ii) all arrangements
relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Issuers, (iv) preparation
(including printing), issuance and delivery to the Initial Purchasers of the Notes, (v) the qualification of the Notes under state securities and “Blue Sky” laws, including filing fees and fees and disbursements of counsel for the
Initial Purchasers relating thereto, (vi) one half of the expenses in connection with the “roadshow” and 

  
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any other meetings with prospective investors in the Notes, (vii) fees and expenses of the Trustee including fees and expenses of counsel, and (viii) any fees charged by investment
rating agencies for the rating of the Notes. If the sale of the Notes provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 7 hereof is not satisfied, because this
Agreement is terminated pursuant to Section 11(a)(i) or because of any failure, refusal or inability on the part of the Issuers to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder (other
than solely by reason of a default by the Initial Purchasers of their obligations hereunder after all conditions hereunder have been satisfied in accordance herewith), the Issuers agree to promptly reimburse the Initial Purchasers upon demand for
all out-of-pocket expenses (including reasonable fees, disbursements and charges of Baker Botts L.L.P., counsel for the Initial Purchasers) that shall have been incurred by the Initial Purchasers in connection with the proposed purchase and sale of
the Notes. 
 Section 7. Conditions of the Initial Purchasers’ Obligations. The obligation of the Initial
Purchasers to purchase and pay for the Notes shall, in their sole discretion, be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date: 

(a) On the Closing Date, the Initial Purchasers shall have received the opinion, dated as of the Closing Date and
addressed to the Initial Purchasers, of Vinson & Elkins L.L.P., counsel for the Issuers, in form and substance satisfactory to counsel for the Initial Purchasers, to the effect that: 

(i) Each of the Issuers and the Delaware Guarantors has been duly incorporated, formed or organized, as the case may be,
and is validly existing as a limited partnership, limited liability company or corporation, as applicable, and is in good standing under the laws of the State of Delaware and has all requisite limited partnership, limited liability company or
corporate power and authority necessary to own or lease its properties and to conduct its business, in each case as described in the Pricing Disclosure Package and the Final Memorandum in all material respects. 

(ii) The Partnership has the authorized, issued and outstanding capitalization set forth in the Pricing Disclosure Package
and the Final Memorandum as of the dates specified therein; all of the issued and outstanding equity interests (other than general partner interests) of each of the Issuers and the Delaware Guarantors have been duly authorized and validly issued (in
accordance with the Organizational Documents of each such entity), are fully paid (in the case of an interest in a limited partnership or limited liability company, to the extent required under the Organizational Documents of such entity) and
nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act or Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable) and, to our knowledge, were not issued in violation of any
preemptive or similar right; all of the issued and outstanding equity interests of Finance Co and each Delaware Guarantor are owned, directly or indirectly, by the Partnership, free and clear of all Liens (other than (i) those created by or
arising under the Delaware General Corporation Law, the Delaware LLC Act or the 

  
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Delaware LP Act, as the case may be; (ii) restrictions on transferability and other Liens described in the Pricing Disclosure Package, the Final Memorandum or the Organizational Documents;
(iii) those arising under the Partnership Credit Agreement; and (iv) those imposed by the Act and the securities or “Blue Sky” laws of certain jurisdictions) (A) in respect of which a financing statement under the Uniform
Commercial Code of the State of Delaware naming the Partnership as debtor or, in the case of equity interests of a Delaware Guarantor owned directly by one or more other Delaware Guarantor, naming any such other Delaware Guarantor as debtor(s), is
on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation. 

(iii) The Issuers and each Delaware Guarantor have all requisite corporate, limited partnership or limited liability
company power and authority to execute, deliver and perform each of their obligations under the Indenture, the Notes, the Exchange Notes and the Private Exchange Notes; the Indenture meets the requirements for qualification under the TIA; the
Indenture has been duly and validly authorized by the Issuers and each Delaware Guarantor and, when duly executed and delivered by the Issuers and each Delaware Guarantor (assuming the due authorization, execution and delivery thereof by the
Trustee, the Colorado Guarantors and the Washington Guarantor), will constitute the valid and legally binding agreement of the Issuers and each Guarantor, enforceable against the Issuers and each Guarantor in accordance with its terms, except that
the enforcement thereof may be subject to the Enforceability Exceptions. 
 (iv) The Notes have each been duly
and validly authorized by the Issuers and, when duly executed and delivered by the Issuers and paid for by the Initial Purchasers in accordance with the terms of this Agreement (assuming the due authorization, execution and delivery of the Indenture
by the Trustee and due authentication and delivery of the Notes by the Trustee in accordance with the Indenture), will constitute the valid and legally binding obligations of the Issuers, entitled to the benefits of the Indenture, and enforceable
against the Issuers in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exceptions. 
 (v) The Guarantees have been duly and validly authorized by the Delaware Guarantors and when the Notes have been paid for by the Initial Purchasers in accordance with the terms of this Agreement (assuming
the due authorization, execution and delivery of the Indenture by the Trustee, the Colorado Guarantors and the Washington Guarantor and the due authentication of the Notes by the Trustee in accordance with the Indenture), will constitute the valid
and legally binding obligations of the Guarantors, entitled to the benefits of the Indenture, and enforceable against the Guarantors in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exceptions.


  
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 (vi) The Exchange Notes and the Private Exchange Notes have been duly and
validly authorized by the Issuers, and if and when the Exchange Notes and the Private Exchange Notes are duly executed and delivered by the Issuers in accordance with the terms of the Registration Rights Agreement and the Indenture (assuming the due
authorization, execution and delivery of the Indenture by the Trustee and due authentication and delivery of the Exchange Notes and the Private Exchange Notes by the Trustee in accordance with the Indenture), will constitute the valid and legally
binding obligations of the Issuers, entitled to the benefits of the Indenture, and enforceable against the Issuers in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exceptions. 

(vii) The Issuers and the Delaware Guarantors have all requisite partnership, limited liability company or corporate power
and authority to execute, deliver and perform their obligations under the Registration Rights Agreement; the Registration Rights Agreement has been duly and validly authorized by the Issuers and the Delaware Guarantors and, when duly executed and
delivered by the Issuers and the Delaware Guarantors (assuming due authorization, execution and delivery thereof by the Initial Purchasers, the Colorado Guarantors and the Washington Guarantor), will constitute the valid and legally binding
agreement of the Issuers and the Guarantors, enforceable against the Issuers and the Guarantors in accordance with its terms, except that (A) the enforcement thereof may be subject to the Enforceability Exceptions and (B) any rights to
indemnity or contribution thereunder may be limited by federal and state securities laws and public policy considerations. 
 (viii) The Issuers and the Delaware Guarantors have all requisite corporate, partnership or limited liability company power and authority to execute, deliver and perform their obligations under this
Agreement and to consummate the transactions contemplated hereby; this Agreement and the consummation by the Issuers and the Delaware Guarantors of the transactions contemplated hereby have been duly and validly authorized by the Issuers and the
Delaware Guarantors. This Agreement has been duly executed and delivered by the Issuers and the Delaware Guarantors. 
 (ix) (a) The descriptions of the Indenture, the Notes and the Registration Rights Agreement contained in the Pricing Disclosure Package and the Final Memorandum are accurate in all material respects, and
(b) the statements under the caption “Certain United States Federal Income and Estate Tax Considerations” in the Pricing Disclosure Package and the Final Memorandum insofar as they purport to constitute a summary of United States
federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects, subject to the assumptions and qualifications set forth therein. 

  
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 (x) The execution, delivery and performance of this Agreement, the
Indenture, the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby (including, without limitation, the issuance and sale of the Notes to the Initial Purchasers) will not constitute or result in a
breach or a default under (or an event that with notice or passage of time or both would constitute a default under) any of (i) the terms or provisions of any Contract listed on Annex B hereto, (ii) the Organizational Documents of
any of the Issuers or the Guarantors, or (iii) any statute, judgment, decree, order, rule or regulation (excluding any securities laws, rules or regulations) known to such counsel to be applicable to the Issuers or any of the Guarantors or any
of their respective properties or assets, except, with respect to clauses (i) and (iii) only, for any such conflict, breach or violation that could not reasonably be expected to, individually or in the aggregate, have a Material Adverse
Effect. 
 (xi) No consent, approval, authorization or order of any governmental authority is required for the
issuance and sale by the Issuers of the Notes to the Initial Purchasers or the consummation by the Issuers of the other transactions contemplated hereby, except such as may be required under securities laws, as to which such counsel need express no
opinion in this paragraph, and those which have previously been obtained. 
 (xii) None of the Issuers or the
Guarantors is, or immediately after the sale of the Notes to be sold hereunder and the application of the proceeds from such sale (as described in the Pricing Disclosure Package and the Final Memorandum under the caption “Use of Proceeds”)
will be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. 
 (xiii) No registration under the Act of the Notes is required in connection with the sale of the Notes to the Initial Purchasers or in connection with the initial resale of the Notes by the Initial
Purchasers, in each case, as contemplated by this Agreement and the Pricing Disclosure Package and the Final Memorandum, and prior to the commencement of the Exchange Offer (as defined in the Registration Rights Agreement) or the effectiveness of
the Shelf Registration Statement (as defined in the Registration Rights Agreement), the Indenture is not required to be qualified under the TIA.
 At the time the foregoing opinion is delivered, Vinson & Elkins L.L.P. shall additionally state that it has participated in conferences with officers and other representatives of the Issuers,
representatives of the independent registered public accountants for the Issuers, representatives of the Initial Purchasers and counsel for the Initial Purchasers, at which conferences the contents of the Pricing Disclosure Package and the Final
Memorandum and related matters were discussed, and, although it has not independently verified, and is not passing on and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Pricing Disclosure
Package and the Final Memorandum (except to the extent specified in subsection 7(a)(ix)), no facts have come to its attention which lead it to believe that the Pricing Disclosure Package, as of the Time of Execution or at the Closing Date, or
that the Final Memorandum, as of its date or at the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained


  
 24 









 
therein, in light of the circumstances under which they were made, not misleading (it being understood that such firm need make no comment with respect to the financial statements and related
notes thereto and the other financial and accounting data derived from the Issuers’ books and records included in the Pricing Disclosure Package or the Final Memorandum). 
 The opinion and advice of Vinson & Elkins L.L.P. described in this Section 7 shall be rendered to the Initial Purchasers at the request of the Partnership and shall so state therein.

 (b) On the Closing Date, the Initial Purchasers shall have received the opinion, in form and substance
satisfactory to the Initial Purchasers, dated as of the Closing Date and addressed to the Initial Purchasers, of Baker Botts L.L.P., counsel for the Initial Purchasers, with respect to certain legal matters relating to this Agreement and such other
related matters as the Initial Purchasers may reasonably require. In rendering such opinion, Baker Botts L.L.P. shall have received and may rely upon such certificates and other documents and information as it may reasonably request to pass upon
such matters. 
 (c) On the date hereof, the Initial Purchasers shall have received from the Independent
Accountants a comfort letter dated the date hereof, in form and substance satisfactory to counsel for the Initial Purchasers with respect to the audited and any unaudited financial information in the Pricing Disclosure Package. On the Closing Date,
the Initial Purchasers shall have received from the Independent Accountants a comfort letter dated the Closing Date, in form and substance satisfactory to counsel for the Initial Purchasers, which shall refer to the comfort letter dated the date
hereof and reaffirm or update as of a more recent date, the information stated in the comfort letter dated the date hereof and similarly address the audited and any unaudited financial information in the Final Memorandum. 

(d) On the date hereof, the Initial Purchasers shall have received from Hein & Associates LLP a comfort letter
dated the date hereof, in form and substance satisfactory to counsel for the Initial Purchasers with respect to the audited consolidated financial statements of Saddle Butte Pipeline, LLC incorporated by reference in the Offering Memorandum.

 (e) The representations and warranties of the Issuers and the Guarantors contained in this Agreement shall be
true and correct on and as of the Time of Execution and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Issuers’ officers made pursuant to any certificate delivered in accordance with the provisions
hereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Issuers shall have performed all covenants and agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or
prior to the Closing Date; and, except as described in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), subsequent to the date of the most recent financial statements
in such Pricing Disclosure Package and the Final Memorandum, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material
Adverse Effect. 

  
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 (f) The sale of the Notes hereunder shall not be enjoined (temporarily or
permanently) on the Closing Date. 
 (g) Subsequent to the date of the most recent financial statements in the
Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), none of the Issuers nor any of the Material Subsidiaries shall have sustained any loss or interference with respect to its
business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which
loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. 
 (h) The Initial Purchasers shall have received: 
 (x) a
certificate, dated the Closing Date, signed by the Chief Executive Officer, President – Finance & Administration, President or any Executive Vice President and the Chief Financial Officer of the General Partner, to the effect that:

 (i) the representations and warranties of the Partnership and the Guarantors contained in this Agreement are
true and correct on and as of the Time of Execution and on and as of the Closing Date, and the Partnership and the Guarantors have performed all covenants and agreements and satisfied all conditions on their part to be performed or satisfied
hereunder at or prior to the Closing Date; 
 (ii) at the Closing Date, since the date hereof or since the date
of the most recent financial statements in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or development has occurred, and no information has become known,
that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; and 

(iii) the sale of the Notes hereunder has not been enjoined (temporarily or permanently); and 

(y) a certificate, dated the Closing Date, signed by the Chief Executive Officer, President – Finance &
Administration, President or any Executive Vice President and the Chief Financial Officer of Finance Co, to the effect that: 
 (i) the representations and warranties of Finance Co contained in this Agreement are true and correct on and as of the Time of Execution and on and as of the Closing Date, and Finance Co has performed all
covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; 

  
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 (ii) at the Closing Date, since the date hereof or since the date of the
most recent financial statements in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or development has occurred, and no information has become known, that,
individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; and 

(iii) the sale of the Notes hereunder has not been enjoined (temporarily or permanently). 

(i) On the Closing Date, the Initial Purchasers shall have received the Registration Rights Agreement executed by the
Issuers and the Guarantors and such agreement shall be in full force and effect. 
 On or before the Closing Date, the Initial
Purchasers and counsel for the Initial Purchasers shall have received such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Issuers and the
Guarantors as they shall have heretofore reasonably requested from the Issuers. 
 All such documents, opinions, certificates,
letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Initial Purchasers and counsel for the Initial Purchasers. The
Issuers shall furnish to the Initial Purchasers such conformed copies of such documents, opinions, certificates, letters, schedules and instruments in such quantities as the Initial Purchasers shall reasonably request. 

Section 8. Offering of Notes; Restrictions on Transfer. 

(a) Each of the Initial Purchasers agrees with the Issuers (as to itself only) that (i) it has not and will not solicit offers for,
or offer or sell, the Notes by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; and
(ii) it has and will solicit offers for the Notes only from, and will offer the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchasers reasonably believe to be QIBs, in transactions under
Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons (“non-U.S. purchasers,” which term shall include dealers or other professional fiduciaries in the United States acting
on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as
provided under the caption “Transfer Restrictions” contained in the Pricing Disclosure Package and the Final Memorandum. 
 (b) Each of the Initial Purchasers represents and warrants (as to itself only) that (1) it is a QIB and (2) with respect to offers and sales outside the United States that (i) the Notes
have not been and will not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the
Act; and (ii) it has offered the 

  
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Notes and will offer and sell the Notes (A) as part of its distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering and the Closing
Date, only in accordance with Rule 903 of Regulation S and, accordingly, neither it nor any persons acting on its behalf have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes,
and any such persons have complied and will comply with the offering restrictions requirement of Regulation S. 
 (c) Each
Initial Purchaser, severally and not jointly, represents and warrants and agrees with the Issuers that: 
 (i) in
relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of Notes to the public in that Relevant Member State, except that it may, with effect from and
including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State at any time: (A) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (B) to fewer than 100
or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive (as defined below), 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under
the Prospectus Directive, subject to obtaining the prior consent of the Representatives for any such offer; or (C) in any other circumstances falling within Article 3(2) of the Prospectus Directive; 

For the purposes of this provision, the expression an “offer of notes to the public” in relation to any Notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may
be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. 

(ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act of 2000 (the “FSMA”)) received by it in connection with the issue or sale of the Notes in
circumstances in which Section 21(1) of the FSMA does not apply to the Issuers; and 

  
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 (iii) it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. 
 Terms
used in this Section 8 and not defined in this Agreement have the meanings given to them in Regulation S. 

Section 9. Indemnification and Contribution. 
 (a) The Issuers and the Guarantors, jointly and severally, agree to indemnify and hold harmless the Initial Purchasers, their directors, officers, affiliates and each person, if any, who controls any
Initial Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which any Initial Purchaser, any such director, officer, affiliate or controlling person
may become subject under the Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the following: 

(i) any untrue statement or alleged untrue statement of any material fact contained in the Pricing Disclosure Package, any
Issuer Written Communication or Final Memorandum or any amendment or supplement thereto; or 
 (ii) the omission
or alleged omission to state, in the Pricing Disclosure Package, any Issuer Written Communication or the Final Memorandum or any amendment or supplement thereto, a material fact necessary to make the statements therein not misleading; 

and will reimburse, as incurred, the Initial Purchasers, any such director, officer, affiliate and controlling person for any legal or other expenses
reasonably incurred by the Initial Purchasers, their directors, officers, affiliates or controlling persons in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage,
liability or action; provided, however, neither the Issuers nor the Guarantors will be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in the Pricing Disclosure Package or Final Memorandum or any amendment or supplement thereto in reliance upon and in conformity with written information concerning such Initial Purchaser
furnished to the Partnership by the Initial Purchasers through the Representatives specifically for use therein. The indemnity provided for in this Section 9 will be in addition to any liability that the Partnership may otherwise have to the
indemnified parties. Neither the Issuers nor the Guarantors will be liable under this Section 9 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld. 

(b) Each Initial Purchaser, severally and not jointly, agrees to indemnify and hold harmless each of the Issuers and Guarantors, and
their respective directors, officers and each person, if any, who controls the Issuers or Guarantors within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which
the Issuers or Guarantors or any such director, officer or controlling person may become 

  
 29 









 
subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in the Pricing Disclosure Package or Final Memorandum or any amendment or supplement thereto, or (ii) the omission or the alleged omission to state therein a material fact
necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with
written information concerning the Initial Purchasers, furnished to the Issuers and Guarantors by the Initial Purchasers through the Representatives specifically for use therein; and subject to the limitation set forth immediately preceding this
clause, will reimburse, as incurred, any legal or other expenses reasonably incurred by the Issuers or Guarantors or any such director, officer or controlling person in connection with investigating or defending against or appearing as a third party
witness in connection with any such loss, claim, damage, liability or action in respect thereof. The indemnity provided for in this Section 9 will be in addition to any liability that the Initial Purchasers may otherwise have to the indemnified
parties. The Initial Purchasers shall not be liable under this Section 9 for any settlement of any claim or action effected without their consent, which shall not be unreasonably withheld. 

(c) Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action for which such
indemnified party is entitled to indemnification under this Section 9, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party of the
commencement thereof in writing; but the omission to so notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraphs (a) and
(b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall
have been advised by counsel that there may be one or more legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after receipt by the indemnifying party of notice of the institution of such action, then, in each such case, the
indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of
such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the
indemnifying party will not be liable to such indemnified party under this Section 9 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection


  
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with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood,
however, that in connection with such action the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same
jurisdiction arising out of the same general allegations or circumstances, designated by the Initial Purchasers in the case of paragraph (a) of this Section 9 or the Issuers and Guarantors in the case of paragraph (b) of this
Section 9, representing the indemnified parties under such paragraph (a) or paragraph (b), as the case may be, who are parties to such action or actions) or (ii) the indemnifying party has authorized in writing the employment of
counsel for the indemnified party at the expense of the indemnifying party. All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred. After such notice from the indemnifying party to such
indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the prior written consent of the indemnifying party (which consent shall not be
unreasonably withheld), unless such indemnifying party waived in writing its rights under this Section 9, in which case the indemnified party may effect such a settlement without such consent. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement or compromise of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party, or indemnity could have been sought hereunder by any
indemnified party, unless such settlement (A) includes an unconditional written release of the indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter
of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party. 
 (d) In circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 9 is unavailable to, or insufficient to hold harmless, an indemnified party in respect
of any losses, claims, damages or liabilities (or actions in respect thereof), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of
such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the
other from the offering of the Notes or if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand
and the indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof). The relative benefits received by
the Issuers and Guarantors on the one hand and the Initial Purchasers on the other shall be deemed to be in the same proportion as the total proceeds from the offering (after deducting discounts and commissions but before deducting expenses)
received by the Issuers and Guarantors bear to the total discounts and commissions received by such Initial Purchaser. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers and Guarantors on the one hand, or such Initial Purchaser on the other, the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omission, and any other equitable considerations 

  
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appropriate in the circumstances. The Issuers, the Guarantors and the Initial Purchasers agree that it would not be equitable if the amount of such contribution were determined by pro rata or per
capita allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this paragraph (d). Notwithstanding any other provision of this paragraph (d), no
Initial Purchaser shall be obligated to make contributions hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchaser under this Agreement, less the aggregate amount of any
damages that such Initial Purchaser has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact, and no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Initial Purchasers are several and not joint. For purposes of this
paragraph (d), each director, officer and affiliate of the Initial Purchasers and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the
same rights to contribution as the Initial Purchasers, and each director of either of the Issuers or any of the Guarantors, each officer of either of the Issuers or any of the Guarantors and each person, if any, who controls either of the Issuers or
any of the Guarantors within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Partnership. 
 Section 10. Survival Clause. The respective representations, warranties, agreements, covenants, indemnities and other statements of each of the Issuers, Guarantors, their respective officers
and the Initial Purchasers set forth in this Agreement or made by or on behalf of them pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of any of the Issuers, Guarantors,
any of their respective officers or directors, the Initial Purchasers, any of their officers, directors, affiliates or controlling persons referred to in Section 9 hereof and (ii) delivery of and payment for the Notes. The respective
agreements, covenants, indemnities and other statements set forth in Sections 6, 9, 10 and 15 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement. 

Section 11. Termination. 
 (a) This Agreement may be terminated in the sole discretion of the Initial Purchasers by notice to the Issuers given prior to the Closing Date in the event that the Issuers shall have failed, refused or
been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if, after the date hereof and at or prior to the Closing Date, 

(i) trading in securities of the Partnership shall have been suspended by the Commission or the New York Stock Exchange;

 (ii) there shall have been, in the sole judgment of the Representatives, any event or development that,
individually or in the aggregate, has or could be reasonably likely to have a Material Adverse Effect (including without limitation a change in control of the Issuers or the Guarantors), except in each case as described in the Pricing Disclosure
Package and the Final Memorandum (exclusive of any amendment or supplement thereto); 

  
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 (iii) trading in securities generally on the New York Stock Exchange shall
have been suspended or materially limited or minimum or maximum prices shall have been established on any such exchange or market; 
 (iv) a banking moratorium shall have been declared by New York or United States authorities or a material disruption in commercial banking or securities settlement or clearance services in the United
States shall have occurred; 
 (v) there shall have been (A) an outbreak or escalation of hostilities
between the United States and any foreign power or (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States or any other national or international calamity or emergency, which in the case of
(A) and (B) above and in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Notes as contemplated by the Pricing Disclosure Package and the Final Memorandum;
or 
 (vi) any securities of the Partnership shall have been downgraded by any nationally recognized statistical
rating organization or any such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its ratings of any securities of the Partnership (other than an announcement with
positive implications of a possible upgrading). 
 (b) Termination of this Agreement pursuant to this Section 11 shall be
without liability of any party to any other party except as provided in Section 10 hereof. 
 Section 12.
Information Supplied by the Initial Purchasers. The statements set forth in the last paragraph on the front cover page (as such paragraph is supplemented by the item on Annex A) and in the fourth paragraph and the ninth through
eleventh paragraphs under the heading “Plan of Distribution” in the Preliminary Memorandum and the Final Memorandum (to the extent such statements relate to the Initial Purchaser) constitute the only information furnished by the Initial
Purchasers to the Issuers for the purposes of Sections 2(a) and 9 hereof. 
 Section 13.
Notices. All communications hereunder shall be in writing and, if sent to the Initial Purchasers, shall be mailed or delivered to Wells Fargo Securities, LLC, 475 Park Avenue, 4th Floor, New York, New York 10152, Attention: Transaction Management Department; and if sent to the Partnership, shall
be mailed or delivered to the Partnership at 1000 Louisiana, Suite 4300, Houston, Texas 77002, Attention: Chief Financial Officer; with a copy to Vinson & Elkins L.L.P., First City Tower, 1001 Fannin Street, Suite 2500, Houston, Texas
77002, Attention: Christopher S. Collins. 
 All such notices and communications shall be deemed to have been duly given: when
delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; and one business day after being timely delivered to a next-day air courier. 

  
 33 









 Section 14. Successors. This Agreement shall inure to the benefit of and be
binding upon the Initial Purchasers, the Issuers and their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right,
remedy or claim under or in respect of this Agreement, or any provisions herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit
of no other person except that (i) the indemnities of the Issuers contained in Section 9 of this Agreement shall also be for the benefit of any person or persons who control the Initial Purchasers within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act and (ii) the indemnities of the Initial Purchasers contained in Section 9 of this Agreement shall also be for the benefit of the directors of the Issuers, their officers and any person or
persons who control the Issuers within the meaning of Section 15 of the Act or Section 20 of the Exchange Act. No purchaser of Notes from the Initial Purchasers will be deemed a successor because of such purchase. 

Section 15. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND
OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, DIRECTLY OR INDIRECTLY, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW. 
 Section 16. No Advisory or Fiduciary Responsibility. The Issuers and the Guarantors acknowledge and agree that (i) the purchase and sale of the Notes pursuant to this Agreement is an
arm’s-length commercial transaction between the Issuers, on the one hand, and the Initial Purchasers, on the other, (ii) in connection therewith and with the process leading to such transaction each Initial Purchaser is acting solely as a
principal and not the agent or fiduciary of any of the Issuers, (iii) no Initial Purchaser has assumed an advisory or fiduciary responsibility in favor of any of the Issuers with respect to the offering contemplated hereby or the process
leading thereto (irrespective of whether such Initial Purchaser has advised or is currently advising any of the Issuers on other matters) or any other obligation to the Issuers except the obligations expressly set forth in this Agreement and
(iv) each of the Issuers has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the Issuers agrees that it will not claim that any Initial Purchaser has rendered advisory services of any nature or
respect, or owes a fiduciary or similar duty to any of the Issuers, in connection with such transaction or the process leading thereto. 
 Section 17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. 

  
 34 









 If the foregoing correctly sets forth our understanding, please indicate your acceptance
thereof in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Issuers and the Initial Purchasers. 

 

			
	Very truly yours,
	
	TARGA RESOURCES PARTNERS LP
		
	By:	 	Targa Resources GP LLC,
		 	Its general partner
		
	By:	 	 /s/ Matthew J. Meloy

		 	Name: Matthew J. Meloy
		 	Title:   Senior Vice President,
		 	   Chief Financial Officer and Treasurer

	
	TARGA RESOURCES PARTNERS FINANCE
		 	CORPORATION
		
	By:	 	 /s/ Matthew J. Meloy

		 	Name: Matthew J. Meloy
		 	Title:   Senior Vice President,
		 	   Chief Financial Officer and Treasurer




  

Signature Page to the Purchase Agreement 








 
			
	 TARGA ASSETS LLC

TARGA BADLANDS LLC
 TARGA CAPITAL LLC

TARGA COGEN LLC
 TARGA DOWNSTREAM LLC

TARGA FORT BERTHOLD GATHERING LLC
 TARGA GAS
MARKETING LLC
 TARGA GAS PIPELINE LLC

TARGA GAS PROCESSING LLC
 TARGA INTRASTATE
PIPELINE LLC
 TARGA LIQUIDS MARKETING AND TRADE LLC
 TARGA LOUISIANA INTRASTATE LLC
 TARGA MIDSTREAM SERVICES LLC

TARGA MLP CAPITAL LLC
 TARGA NGL PIPELINE COMPANY
LLC
 TARGA RESOURCES OPERATING GP LLC

TARGA RESOURCES OPERATING LLC
 TARGA SOUND
TERMINAL LLC
 TARGA TERMINALS LLC

TARGA TRANSPORT LLC

		
	By:	 	 /s/ Matthew J. Meloy

		 	Name: Matthew J. Meloy
		 	Title:   Senior Vice President,
		 	   Chief Financial Officer and Treasurer




  

Signature Page to the Purchase Agreement 








 
					
	SOUND PIPELINE COMPANY, LLC
		
		 	By:
		
		 	MANAGER:
		
		 	 /s/ Rene R. Joyce

		 	Rene R. Joyce
		
		 	By:
		
		 	MEMBER:
		
		 	Targa Terminals LLC
			
		 	By:	 	 /s/ Matthew J. Meloy

		 	Name:	 	Matthew J. Meloy
		 	Title:	 	Senior Vice President, Chief
		 		 	Financial Officer and Treasurer



  

Signature Page to the Purchase Agreement 









					
	The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
	
	WELLS FARGO SECURITIES, LLC
	BARCLAYS CAPITAL INC.
	DEUTSCHE BANK SECURITIES INC.
	J.P. MORGAN SECURITIES LLC
	RBC CAPITAL MARKETS, LLC
	Acting on behalf of themselves and as the
	Representatives of the several Initial Purchasers
		
	By:	 	WELLS FARGO SECURITIES, LLC
			
		 	By:	 	 /s/ Matthew R. Rheault

		 		 	Name: Matthew R. Rheault
		 		 	Title:   Vice President
		
	By:	 	BARCLAYS CAPITAL INC.
			
		 	By:	 	 /s/ Paul Cugno

		 		 	Name: Paul Cugno
		 		 	Title:   Managing Director
		
	By:	 	DEUTSCHE BANK SECURITIES INC.
			
		 	By:	 	 /s/ Chris Young

		 		 	Name: Chris Young
		 		 	Title:   Director
			
		 	By:	 	 /s/ Ralph Totoonchie

		 		 	Name: Ralph Totoonchie
		 		 	Title:   Director
		
	By:	 	J.P. MORGAN SECURITIES LLC
			
		 	By:	 	 /s/ Jack D. Smith

		 		 	Name: Jack D. Smith
		 		 	Title:   Managing Director
		
	By:	 	RBC CAPITAL MARKETS, LLC
			
		 	By:	 	 /s/ J. Scott Schlossel

		 		 	Name: J. Scott Schlossel
		 		 	Title:   Managing Director


  

Signature Page to the Purchase Agreement 








 EXHIBIT A 
 Registration Rights Agreement 
 (See attached) 







 SCHEDULE 1 

 

					
	 Initial Purchasers
	  	Principal Amount of Notes	 
	 Wells Fargo Securities, LLC.
	  	$	143,750,000.00	  
	 Barclays Capital Inc.
	  	 	68,750,000.00	  
	 Deutsche Bank Securities Inc.
	  	 	68,750,000.00	  
	 RBC Capital Markets, LLC
	  	 	68,750,000.00	  
	 J.P. Morgan Securities LLC
	  	 	68,750,000.00	  
	 Merrill Lynch, Pierce, Fenner & Smith Incorporated
	  	 	31,250,000.00	  
	 Citigroup Global Markets Inc.
	  	 	25,000,000.00	  
	 Goldman, Sachs & Co.
	  	 	25,000,000.00	  
	 Morgan Stanley & Co. LLC
	  	 	25,000,000.00	  
	 RBS Securities Inc.
	  	 	25,000,000.00	  
	 UBS Securities LLC
	  	 	25,000,000.00	  
	 ABN AMRO Securities (USA) LLC
	  	 	9,375,000.00	  
	 Comerica Securities, Inc.
	  	 	9,375,000.00	  
	 ING Financial Markets LLC
	  	 	9,375,000.00	  
	 SMBC Nikko Capital Markets Limited
	  	 	9,375,000.00	  
	 HSBC Securities (USA) Inc.
	  	 	6,250,000.00	  
	 Natixis Securities Americas LLC
	  	 	6,250,000.00	  
		  	  
	  
	 
	 Total
	  	$	625,000,000.00	  


  
 Schedule
1-1 








 SCHEDULE 2 
 Jurisdiction of Formation for the Partnership and General Partner 
  

			
	 Name
	  	 Jurisdiction of Organization

	Targa Resources Partners LP	  	Delaware
	Targa Resources GP LLC	  	Delaware

 Subsidiaries of the Partnership 

 

			
	 Name
	  	 Jurisdiction of Organization

	Cedar Bayou Fractionators, L.P.	  	Delaware
	DEVCO Holdings LLC	  	Delaware
	Downstream Energy Ventures Co., L.L.C.	  	Delaware
	Sound Pipeline Company, LLC	  	Washington
	Targa Assets LLC	  	Colorado
	Targa Badlands LLC	  	Delaware
	Targa Canada Liquids Inc.	  	British Columbia, Canada
	Targa Capital LLC	  	Delaware
	Targa Cogen LLC	  	Delaware
	Targa Downstream LLC	  	Delaware
	Targa Fort Berthold Gathering LLC	  	Colorado
	Targa Gas Marketing LLC	  	Delaware
	Targa Gas Pipeline LLC	  	Delaware
	Targa Gas Processing LLC	  	Delaware
	Targa Intrastate Pipeline LLC	  	Delaware
	Targa Liquids Marketing and Trade LLC	  	Delaware
	Targa Louisiana Intrastate LLC	  	Delaware
	Targa Midstream Services LLC	  	Delaware
	Targa MLP Capital LLC	  	Delaware
	Targa NGL Pipeline Company LLC	  	Delaware
	Targa Receivables LLC	  	Delaware
	Targa Resources Operating GP LLC	  	Delaware
	Targa Resources Operating LLC	  	Delaware
	Targa Resources Partners Finance Corporation	  	Delaware
	Targa Sound Terminal LLC	  	Delaware
	Targa Terminals LLC	  	Delaware
	Targa Transport LLC	  	Delaware
	Venice Energy Services Company, L.L.C.	  	Delaware
	Venice Gathering System, L.L.C.	  	Delaware
	Versado Gas Processors, L.L.C.	  	Delaware
	Warren Petroleum Company LLC	  	Delaware


  
 Schedule
2-1 








 SCHEDULE 3 
 Non-Guarantor Subsidiaries 
  

			
	 Name
	  	 Jurisdiction of Organization

	Cedar Bayou Fractionators, L.P.	  	Delaware
	DEVCO Holdings LLC	  	Delaware
	Downstream Energy Ventures Co., L.L.C.	  	Delaware
	Targa Canada Liquids Inc.	  	British Columbia, Canada
	Targa Receivables LLC	  	Delaware
	Targa Resources Partners Finance Corporation	  	Delaware
	Venice Energy Services Company, L.L.C.	  	Delaware
	Venice Gathering System, L.L.C.	  	Delaware
	Versado Gas Processors, L.L.C.	  	Delaware
	Warren Petroleum Company LLC	  	Delaware


  
 Schedule
3-1 








 SCHEDULE 4 
 Guarantors 
  

			
	 Name
	  	 Jurisdiction of Organization

	Sound Pipeline Company, LLC	  	Washington
	Targa Assets LLC	  	Colorado
	Targa Badlands LLC	  	Delaware
	Targa Capital LLC	  	Delaware
	Targa Cogen LLC	  	Delaware
	Targa Downstream LLC	  	Delaware
	Targa Fort Berthold Gathering LLC	  	Colorado
	Targa Gas Marketing LLC	  	Delaware
	Targa Gas Pipeline LLC	  	Delaware
	Targa Gas Processing LLC	  	Delaware
	Targa Intrastate Pipeline LLC	  	Delaware
	Targa Liquids Marketing and Trade LLC	  	Delaware
	Targa Louisiana Intrastate LLC	  	Delaware
	Targa Midstream Services LLC	  	Delaware
	Targa MLP Capital LLC	  	Delaware
	Targa NGL Pipeline Company LLC	  	Delaware
	Targa Resources Operating GP LLC	  	Delaware
	Targa Resources Operating LLC	  	Delaware
	Targa Sound Terminal LLC	  	Delaware
	Targa Terminals LLC	  	Delaware
	Targa Transport LLC	  	Delaware


  
 Schedule
4-1 








 SCHEDULE 5 
 Immaterial Subsidiaries 
  

			
	 Name
	  	 Jurisdiction of Organization

	DEVCO Holdings LLC	  	Delaware
	Downstream Energy Ventures Co., L.L.C.	  	Delaware
	Sound Pipeline Company, LLC	  	Washington
	Targa Assets LLC	  	Colorado
	Targa Canada Liquids Inc.	  	British Columbia, Canada
	Targa Capital LLC	  	Delaware
	Targa Fort Berthold Gathering LLC	  	Colorado
	Targa Gas Marketing LLC	  	Delaware
	Targa Gas Pipeline LLC	  	Delaware
	Targa Gas Processing LLC	  	Delaware
	Targa Intrastate Pipeline LLC	  	Delaware
	Targa Louisiana Intrastate LLC	  	Delaware
	Targa MLP Capital LLC	  	Delaware
	Targa NGL Pipeline LLC	  	Delaware
	Targa Receivables LLC	  	Delaware
	Targa Resources Operating GP LLC	  	Delaware
	Targa Resources Operating LLC	  	Delaware
	Targa Resources Partners Finance Corporation	  	Delaware
	Targa Sound Terminal LLC	  	Delaware
	Targa Terminals LLC	  	Delaware
	Targa Transport LLC	  	Delaware
	Venice Gathering System, L.L.C.	  	Delaware
	Warren Petroleum Company LLC	  	Delaware


  
 Schedule
5-1 








 ANNEX A 
 US$625,000,000 
  
 



 
 TARGA RESOURCES PARTNERS LP 

TARGA RESOURCES PARTNERS FINANCE CORPORATION 
 4.25% Senior Notes due 2023 
 May 9, 2013 

This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum dated May 9, 2013. The
information in this Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum.
Capitalized terms used but not defined in this Pricing Supplement have the respective meanings ascribed to them in the Preliminary Offering Memorandum. 
 The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered only to qualified institutional buyers pursuant to
Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. The notes are not transferable except in accordance with the restrictions described under
“Transfer Restrictions” in the Preliminary Offering Memorandum. 
 Terms Applicable to the 4.25% Senior Notes
due 2023 
  

			
	Issuers:	  	 Targa Resources Partners LP

Targa Resources Partners Finance Corporation

		
	Principal Amount:	  	$625,000,000
		
	Net Proceeds:	  	$618,250,000
		
	Title of Securities:	  	4.25% Senior Notes due 2023 (the “Notes”)
		
	Final Maturity Date:	  	November 15, 2023
		
	Issue Price:	  	100%, plus accrued interest, if any, from May 14, 2013
		
	Coupon:	  	4.25%
		
	Yield to Maturity:	  	4.25%
		
	Interest Payment Dates:	  	May 15 and November 15, beginning on November 15, 2013
		
	Record Dates:	  	May 1 and November 1
		
	Optional Redemption:	  	Prior to May 15, 2018, the Issuers may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the Applicable
Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the date of redemption.


  
 Annex A-1










					
		  	In addition, on or after May 15, 2018, the Issuers may redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set
forth below, plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of each year indicated
below:

  

					
	 Year
	  	Price	 
	 2018
	  	 	102.125	% 
	 2019
	  	 	101.417	% 
	 2020
	  	 	100.708	% 
	 2021 and thereafter
	  	 	100.000	% 


  

					
	Optional Redemption After Certain Equity Offerings:	 	Up to 35% at 104.25% prior to May 15, 2016	  	
		
	Initial Purchasers:	 	 Wells Fargo Securities, LLC
 Barclays Capital Inc.
 Deutsche Bank Securities Inc.

J.P. Morgan Securities LLC
 RBC Capital Markets,
LLC
 Merrill Lynch, Pierce, Fenner & Smith Incorporated
 Citigroup Global Markets Inc.
 Goldman, Sachs & Co.

Morgan Stanley & Co. LLC
 RBS Securities
Inc.
 UBS Securities LLC
 ABN AMRO
Securities (USA) LLC
 Comerica Securities, Inc.
 ING Financial Markets LLC
 SMBC Nikko Capital Markets Limited

HSBC Securities (USA) Inc.
 Natixis Securities
Americas LLC

		
	Trade Date:	 	May 9, 2013
		
	Settlement Date:	 	May 14, 2013 (T+3 business days)
		
	Denominations:	 	$2,000 and integral multiples of $1,000 in excess thereof
		
	Distribution:	 	144A and Regulation S with registration rights as set forth in the Preliminary Offering Memorandum
		
	CUSIP and ISIN Numbers:	 	

  

			
	 144A Notes:
	  	Reg S Notes:
	 CUSIP: 87612B AN2
	  	CUSIP: U87571 AG7
	 ISIN: US87612BAN29
	  	ISIN: USU87571AG76


 Other information (including financial information) presented in the Preliminary Offering
Memorandum is deemed to have changed to the extent effected by the changes described herein. 
 This material is
confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these Notes or the offering. Please refer to the Preliminary Offering Memorandum
for a complete description. 

  
 Annex A-2









 Any disclaimers or other notices that may appear below are not applicable to this
communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg email or another communication system. 

  
 Annex A-3









 ANNEX B 

 

	 	1.	Second Amended and Restated Credit Agreement, dated October 3, 2012, among Targa Resources Partners LP, as Borrower, Bank of America, N.A., as Administrative
Agent, Collateral Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association and The Royal Bank of Scotland plc, as Co-Syndication Agents, Deutsche Bank Securities Inc. and Barclays Bank PLC as the Co-Documentation Agents and
the other lenders party thereto 

  

	 	2.	Indenture dated June 18, 2008, among Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the Guarantors named therein and U.S. Bank National
Association, as supplemented 

  

	 	3.	Indenture dated as of July 6, 2009, among Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the Guarantors named therein and U.S. Bank
National Association, as supplemented 

  

	 	4.	Indenture dated as of August 13, 2010, among Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the Guarantors named therein and U.S. Bank
National Association, as supplemented 

  

	 	5.	Indenture dated as of February 2, 2011, among Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the Guarantors named therein and U.S. Bank
National Association, as supplemented 

  

	 	6.	Indenture dated as of January 31, 2012, among Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the Guarantors named therein and U.S. Bank
National Association, as supplemented 

  

	 	7.	Indenture dated as of October 25, 2012, among Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the Guarantors named therein and U.S. Bank
National Association, as supplemented 


  
 Annex B-1