UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
April 27, 2010
TARGA RESOURCES PARTNERS LP
(Exact name of registrant as specified in its charter)
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Delaware
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001-33303
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65-1295427
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation or organization)
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File Number)
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Identification No.)
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1000 Louisiana, Suite 4300
Houston, TX 77002
(Address of principal executive office and Zip Code)
(713) 584-1000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry Into a Material Definitive Agreement.
Contribution, Conveyance and Assumption Agreement
Targa Resources Partners LP, a Delaware limited partnership (the Partnership), previously
announced that it had entered into a Purchase and Sale Agreement (the Purchase Agreement) with
Targa LP Inc., Targa Permian GP LLC and Targa Midstream Holdings LLC (the Sellers) pursuant to
which the Sellers have agreed to sell to the Partnership (i) all of the limited partner interests
in Targa Midstream Services Limited Partnership (TMS), (ii) all of the limited liability company
interests in Targa Gas Marketing LLC (TGM), (iii) all of the limited and general partner
interests in Targa Permian LP (Permian), (iv) all of the limited partner interests in Targa
Straddle LP (Targa Straddle) and (v) all of the limited liability company interests in Targa
Straddle GP LLC (Targa Straddle GP) (such equity interests in TMS, TGM, Permian, Targa Straddle
and Targa Straddle GP being collectively referred to as the Purchased Interests), for aggregate
consideration of $420 million, subject to certain adjustments.
TMS, TGM, Permian, Targa Straddle and Targa Straddle GP (together, the Companies)
collectively own (i) Targa Resources, Inc.s (Targa) natural gas straddle business consisting of
the business and operations involving the Barracuda, Lowry and Stingray plants, including the
Pelican, Seahawk and Cameron gas gathering pipeline systems, all of which are wholly-owned by TMS
or its subsidiaries, and the business and operations represented by its participation and ownership
interests in the Bluewater, Sea Robin, Calumet, N. Terrebonne, Toca and Yscloskey plants,
(ii) certain of Targas natural gas gathering and processing systems, processing plants and related
assets including the Sand Hills processing plant and gathering system, Monahans gathering system,
Puckett gathering system, a 40% ownership interest in the West Seminole gathering system and a
compressor overhaul facility and (iii) Targas natural gas marketing business (collectively, the
Business). The description of the Purchase Agreement contained in the Partnerships Form 8-K
filed on April 1, 2010, is incorporated herein by reference and the Purchase Agreement, a copy of
which is filed as Exhibit 2.1 to this Form 8-K, is incorporated herein by reference.
In accordance with the Purchase Agreement, on April 27, 2010, the Partnership, Targa
Resources Operating LP, an indirect, wholly-owned subsidiary of the Partnership (TRO), Targa
North Texas GP LLC, a wholly-owned subsidiary of TRO (TNT), Targa Resources Texas GP LLC, a
wholly-owned subsidiary of TNT (TRT), and the Sellers entered into a Contribution, Conveyance and
Assumption Agreement (the Contribution Agreement) pursuant to which the Sellers contributed the
Purchased Interests to TNT and TRT in exchange for aggregate consideration of $420 million, subject
to certain adjustments. The Partnership used cash, funded through borrowings under the
Partnerships senior secured revolving credit facility, to fund the aggregate consideration for the
Purchased Interests. The description of the Contribution Agreement is qualified in its entirety by
reference to the Contribution Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K
and is incorporated herein by reference.
The board of directors of Targa Resources GP LLC, a Delaware limited liability company
and the general partner of the Partnership (the General Partner), approved the acquisition of the
Purchased Interests based on a recommendation from its conflicts committee. The conflicts
committee, which is comprised entirely of independent directors, retained independent legal and
financial advisers to assist it in evaluating and negotiating the transaction.
Amended Omnibus Agreement
On April 27, 2010, the Partnership entered into an amendment (the Omnibus Agreement
Amendment) to the Second Amended and Restated Omnibus Agreement (as amended, the Omnibus
Agreement) with Targa, the General Partner, and Targa Resources LLC. The amendments made by the
Omnibus Agreement Amendment extend the commitment of Targa to provide general and
administrative and other services to the Partnership through April 30, 2013 associated with (i) the
Business, (ii) additional assets, operations or businesses that may be sold by Targa to the
Partnership and (iii) if the parties to the Omnibus Agreement agree, additional assets, operations
or businesses that the Partnership may acquire from third parties.
This description of the Omnibus Agreement Amendment is qualified in its entirety by reference
to the Omnibus Agreement Amendment, a copy of which is filed as Exhibit 10.2 to this Form 8-K and
is incorporated in this Item 1.01 by reference. Capitalized terms used but not defined in this
section entitled Amended Omnibus Agreement have the meaning ascribed to them in the Omnibus
Agreement Amendment.
Relationships
Each of the Sellers, the General Partner, the Partnership, TRO, TNT and TRT are direct or
indirect subsidiaries of Targa. As a result, certain individuals, including officers and
directors of Targa, serve as officers and/or directors of more than one of such entities. The
General Partner, as the general partner of the Partnership, holds a 2% general partner interest and
incentive distribution rights in the Partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The descriptions under the headings Contribution, Conveyance and Assumption Agreement and
Relationships under Item 1.01 are incorporated in this Item 2.01 by reference. A copy of the
Contribution Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated in this Item
2.01 by reference.
The Partnership used cash, funded through borrowings under the Partnerships senior secured
revolving credit facility, to fund the $420 million aggregate consideration for the Purchased
Interests. Affiliates of the following lenders under the Partnerships senior secured revolving
credit facility have performed from time to time and may be performing investment banking, advisory
and other services for Targa and for the Partnership: Bank of America, N.A., Wachovia Bank,
National Association, Royal Bank of Canada, The Royal Bank of Scotland PLC, BNP Paribas, Citibank,
N.A., Compass Bank, U.S. Bank National Association, Comerica Bank, UBS Loan Finance LLC, Credit
Suisse, Goldman Sachs Credit Partners L.P., Raymond James Bank, FSB, Deutsche Bank Trust Company
Americas, and Barclays Bank PLC.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
In accordance with Item 9.01(a)(4) of Form 8-K, the required financial information with respect to
the acquisition of the Purchased Interests will be provided within 71 calendar days of May 3, 2010.
(b) Pro forma financial information.
In accordance with Item 9.01(b)(2) of Form 8-K, the required pro forma financial information with
respect to the acquisition of the Purchased Interests will be provided within 71 calendar days of
May 3, 2010.
(c) Not applicable.
(d) Exhibits
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Exhibit
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Number
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Description
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Exhibit 2.1*
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Purchase and Sale Agreement, dated as of March 31, 2010, by
and among Targa Resources Partners LP, Targa LP Inc., Targa
Permian GP LLC and Targa Midstream Holdings LLC (incorporated
by reference to Exhibit 2.1 to Targa Resources Partners LPs
Current Report on Form 8-K filed April 1, 2010 (File
No. 001-33303)).
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Exhibit 10.1
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Contribution, Conveyance and Assumption Agreement, dated
April 27, 2010, by and among Targa Resources Partners LP,
Targa LP Inc., Targa Permian GP LLC, Targa Midstream Holdings
LLC, Targa Resources Operating LP, Targa North Texas GP LLC
and Targa Resources Texas GP LLC.
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Exhibit 10.2
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First Amendment to Second Amended and Restated Omnibus
Agreement, dated April 27, 2010, by and among Targa Resources
Partners LP, Targa Resources, Inc., Targa Resources LLC and
Targa Resources GP LLC.
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*
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Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish
supplementally a copy of any omitted exhibit or schedule to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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TARGA RESOURCES PARTNERS LP
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By:
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Targa Resources GP LLC
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its general partner
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Dated: April 29, 2010
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By:
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/s/ Jeffrey J. McParland
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Jeffrey J. McParland
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Executive Vice President and Chief Financial
Officer
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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Exhibit 2.1*
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Purchase and Sale Agreement, dated as of March 31, 2010, by
and among Targa Resources Partners LP, Targa LP Inc., Targa
Permian GP LLC and Targa Midstream Holdings LLC (incorporated
by reference to Exhibit 2.1 to Targa Resources Partners LPs
Current Report on Form 8-K filed April 1, 2010 (File
No. 001-33303)).
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Exhibit 10.1
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Contribution, Conveyance and Assumption Agreement, dated
April 27, 2010, by and among Targa Resources Partners LP,
Targa LP Inc., Targa Permian GP LLC, Targa Midstream Holdings
LLC, Targa Resources Operating LP, Targa North Texas GP LLC
and Targa Resources Texas GP LLC.
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Exhibit 10.2
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First Amendment to Second Amended and Restated Omnibus
Agreement, dated April 27, 2010, by and among Targa Resources
Partners LP, Targa Resources, Inc., Targa Resources LLC and
Targa Resources GP LLC.
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Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish
supplementally a copy of any omitted exhibit or schedule to the SEC upon request.
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Exhibit 10.1
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this
Agreement
), dated as of
April 27, 2010, is entered into by and among TARGA RESOURCES PARTNERS LP, a Delaware limited
partnership (the
Partnership
), TARGA MIDSTREAM HOLDINGS LLC, a Delaware limited liability
company (
TMH
), TARGA LP INC., a Delaware corporation (
Targa LP
), TARGA PERMIAN
GP LLC, a Delaware limited partnership (
Permian GP
), TARGA RESOURCES OPERATING LP, a
Delaware limited partnership (
Targa Operating
), TARGA NORTH TEXAS GP LLC, a Delaware
limited liability company (
Targa North Texas
), and TARGA RESOURCES TEXAS GP LLC
(
Targa Texas
). The parties to this Agreement are collectively referred to herein as the
Parties
. Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Purchase Agreement (as defined below).
RECITALS
WHEREAS, TMH, Targa LP, Permian GP and the Partnership have heretofore entered into that
certain Purchase and Sale Agreement dated as of March 31, 2010 (the
Purchase Agreement
),
providing for the sale by TMH, Targa LP and Permian GP to the Partnership of: (i) 100% of the
limited partner interests (the
TMS LP Interest
) in Targa Midstream Services Limited
Partnership, a Delaware limited partnership (
TMS
); (ii) 100% of the limited liability
company interests (the
TGM Interest
) in Targa Gas Marketing LLC, a Delaware limited
liability company (
TGM
) which owns a general partner interest which constitutes all of
the general partner interests of TMS; (iii) a limited partner interest representing a 50% interest
(the
Permian LP Interest
) in Targa Permian LP, a Delaware limited partnership
(
Permian
); (iv) a general partner interest representing a 50% interest (the
Permian
GP Interest
) in Permian; (v) 100% of the limited liability company interests (the
Straddle GP LLC Interest
) in Targa Straddle GP LLC (
Straddle GP
), a Delaware
limited liability company which owns a general partner interest representing a 50% interest in
Targa Straddle LP, a Delaware limited partnership (
Straddle
); and (vi) a limited partner
interest representing a 50% interest in Straddle (the
Straddle LP Interest
and, together
with the Straddle GP LLC Interest, the Permian GP Interest, the Permian LP Interest, the TGM
Interest and the TMS LP Interest, the
Purchased Interests
);
WHEREAS, pursuant to the terms of the Purchase Agreement, TMH shall sell, convey, transfer and
assign the Straddle GP LLC Interest and the Straddle LP Interest to the Partnership or a designated
subsidiary of the Partnership;
WHEREAS, pursuant to the terms of the Purchase Agreement, Targa LP shall sell, convey,
transfer and assign the TGM Interests, the TMS LP Interest and the Permian LP Interest to the
Partnership or a designated subsidiary of the Partnership;
WHEREAS, pursuant to the terms of the Purchase Agreement, Permian GP shall sell, convey,
transfer and assign the Permian GP Interest to the Partnership or a designated subsidiary of the
Partnership;
WHEREAS, pursuant to the terms of the Purchase Agreement, (A) the Partnership desires to
assign its rights under the Purchase Agreement to purchase the Purchased Interests to Targa
Operating, (B) Targa Operating desires to assign its rights under the Purchase Agreement to
purchase the Purchased Interests to Targa North Texas and (C) Targa North Texas desires to assign
its rights under the Purchase Agreement to purchase the Permian GP Interest to Targa Texas; and
NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the
Parties undertake and agree as follows:
ARTICLE 1
ASSIGNMENT AND ASSUMPTION
OF RIGHTS UNDER PURCHASE AGREEMENT
Section 1.1
Assignment of Rights under Purchase Agreement to Targa Operating by the
Partnership.
The Partnership hereby assigns to Targa Operating all of its rights under the
Purchase Agreement to purchase (i) the Straddle GP LLC Interest and the Straddle LP Interest from
TMH, (ii) the TGM Interest, the TMS LP Interest and the Permian LP Interest from Targa LP and (iii)
the Permian GP Interest from Permian GP, and Targa Operating hereby assumes (without any release or
novation of the Partnership) all of such obligations of the Partnership under the Purchase
Agreement.
Section 1.2
Assignment of Rights under Purchase Agreement to Targa North Texas by Targa
Operating.
Targa Operating hereby assigns to Targa North Texas all of its rights under the
Purchase Agreement (once received by Targa Operating from the Partnership pursuant to Section 1.1)
to purchase (i) the Straddle GP LLC Interest and the Straddle LP Interest from TMH, (ii) the TGM
Interest, the TMS LP Interest and the Permian LP Interest from Targa LP and (iii) the Permian GP
Interest from Permian GP, and Targa North Texas hereby assumes (without any release or novation of
Targa Operating) all of such obligations of the Partnership and Targa Operating under the Purchase
Agreement.
Section 1.3
Assignment of Rights under Purchase Agreement to Targa Texas by Targa North
Texas.
Targa North Texas hereby assigns to Targa Texas all of its rights under the Purchase
Agreement (once received by Targa North Texas from Targa Operating pursuant to Section 1.2) to
purchase the Permian GP Interest from Permian GP, and Targa Texas hereby assumes (without any
release or novation of Targa North Texas) all of such obligations of the Partnership, Targa
Operating and Targa North Texas under the Purchase Agreement.
ARTICLE 2
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
RELATING TO THE PURCHASED INTERESTS
Section 2.1
Contribution by TMH of the Straddle GP LLC Interest and the Straddle LP Interest
to Targa North Texas.
TMH hereby grants, contributes, bargains, conveys, assigns, transfers, sets
over and delivers to Targa North Texas, its successors and assigns, for its and their own use
forever, all right, title and interest in and to the Straddle GP LLC Interest and the
Straddle LP Interest and Targa North Texas hereby accepts the Straddle GP LLC Interest and the
Straddle LP Interest and agrees to be the sole member of Straddle GP and the limited partner of
Straddle.
Section 2.2
Contribution by Targa LP of the TGM Interest, the TMS LP Interest and the Permian
LP Interest to Targa North Texas.
Targa LP hereby grants, contributes, bargains, conveys, assigns,
transfers, sets over and delivers to Targa North Texas, its successors and assigns, for its and
their own use forever, all right, title and interest in and to the TGM Interest, the TMS LP
Interest and the Permian LP Interest and Targa North Texas hereby accepts the TGM LLC Interest, the
TMS LP Interest and the Permian LP Interest and agrees to be the sole member of TGM and a limited
partner of each of TMS and Permian.
Section 2.3
Contribution by Permian GP of the Permian GP Interest to Targa Texas.
Permian GP
hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Targa
Texas, its successors and assigns, for its and their own use forever, all right, title and interest
in and to the Permian GP Interest and Targa Texas hereby accepts the Permian GP Interest and agrees
to be the general partner of Permian.
ARTICLE 3
FURTHER ASSURANCES
Section 3.1 From time to time after the date first above written, and without any further
consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds,
assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other
documents, and will do all such other acts and things, all in accordance with applicable law, as
may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the
properties, rights, titles, interests, estates, remedies, powers and privileges granted by this
Agreement, or which are intended to be so granted, or (b) more fully and effectively to vest in the
applicable Parties and their respective successors and assigns beneficial and record title to the
interests contributed and assigned by this Agreement or intended so to be and to more fully and
effectively carry out the purposes and intent of this Agreement.
ARTICLE 4
MISCELLANEOUS
Section 4.1
Headings; References; Interpretation
. All Article and Section headings in this
Agreement are for convenience only and shall not be deemed to control or affect the meaning or
construction of any of the provisions hereof. The words hereof, herein and hereunder and
words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and
not to any particular provision of this Agreement. All references herein to Articles and Sections
shall, unless the context requires a different construction, be deemed to be references to the
Articles and Sections of this Agreement. All personal pronouns used in this Agreement, whether used
in the masculine, feminine or neuter gender, shall include all other genders, and the singular
shall include the plural and vice versa. The use herein of the word including following any
general statement, term or matter shall not be construed to limit
such statement, term or matter to the specific items or matters set forth immediately
following such word or to similar items or matters, whether or not non-limiting language (such as
without limitation, but not limited to, or words of similar import) is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that could reasonably
fall within the broadest possible scope of such general statement, term or matter.
Section 4.2
Successors and Assigns
. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and assigns.
Section 4.3
No Third Party Rights
. The provisions of this Agreement are intended to bind the
Parties as to each other and are not intended to and do not create rights in any other person or
confer upon any other person any benefits, rights or remedies and no person is or is intended to be
a third-party beneficiary of any of the provisions of this Agreement.
Section 4.4
Counterparts
. This Agreement may be executed in any number of counterparts, all of
which together shall constitute one agreement binding on the Parties.
Section 4.5
Governing Law
. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware applicable to contracts made and to be performed wholly
within such state without giving effect to conflict of law principles thereof.
Section 4.6
Severability
. If any of the provisions of this Agreement are held by any court of
competent jurisdiction to contravene, or to be invalid under, the laws of any political body having
jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate
the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the
particular provision or provisions held to be invalid and an equitable adjustment shall be made and
necessary provision added so as to give effect to the intention of the Parties as expressed in this
Agreement at the time of execution of this Agreement.
Section 4.7
Amendment or Modification
. This Agreement may be amended or modified from time to
time only by the written agreement of all the Parties. Each such instrument shall be reduced to
writing.
Section 4.8
Conflicts
. Nothing in this Agreement shall be construed as an agreement to assign
any asset, or any interest therein, that is subject to any agreement that, by its terms or pursuant
to applicable law, is not capable of being sold, assigned, transferred, conveyed or delivered
without the consent or waiver of a third party or a governmental authority unless and until such
consent or waiver shall be given.
Section 4.9
Integration
. This Agreement and the instruments referenced herein supersede all
previous understandings or agreements among the Parties, whether oral or written, with respect to
their subject matter. This document and such instruments contain the entire understanding of the
Parties with respect to the subject matter hereof and thereof. No understanding, representation,
promise or agreement, whether oral or written, is intended to be or shall be included in or form
part of this Agreement unless it is contained in a written amendment hereto executed by the Parties
after the date of this Agreement.
Section 4.10
Deed; Bill of Sale; Assignment
. To the extent required and permitted by
applicable law, this Agreement shall also constitute a deed, bill of sale or assignment of
the assets and interests referenced herein.
[
Signature Pages Follow
]
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties as of the date first
above written.
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TARGA RESOURCES PARTNERS LP
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By:
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Targa Resources GP LLC,
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its general partner
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By:
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/s/ Rene R. Joyce
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Rene R. Joyce
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Chief Executive Officer
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TARGA MIDSTREAM HOLDINGS LLC
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By:
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/s/ Rene R. Joyce
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Rene R. Joyce
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Chief Executive Officer
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TARGA LP INC.
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By:
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/s/ Rene R. Joyce
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Rene R. Joyce
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Chief Executive Officer
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TARGA PERMIAN GP LLC
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By:
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/s/ Rene R. Joyce
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Rene R. Joyce
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Chief Executive Officer
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TARGA RESOURCES OPERATING LP
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By:
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Targa Resources Operating GP LLC,
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its general partner
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By:
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/s/ Rene R. Joyce
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Rene R. Joyce
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Chief Executive Officer
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TARGA NORTH TEXAS GP LLC
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By:
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/s/ Rene R. Joyce
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Rene R. Joyce
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Chief Executive Officer
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TARGA RESOURCES TEXAS GP LLC
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By:
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/s/ Rene R. Joyce
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Rene R. Joyce
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Chief Executive Officer
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Exhibit 10.2
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
OMNIBUS AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT (
Amendment
) is entered
into on, and effective as of, April 27, 2010, and is by and among Targa Resources, Inc., a Delaware
corporation (
Targa
), Targa Resources LLC, a Delaware limited liability company, Targa Resources
GP LLC, a Delaware limited liability company (the
General Partner
), and Targa Resources Partners
LP, a Delaware limited partnership (the
Partnership
). The above-named entities are sometimes
referred to in this Agreement each as a
Party
and collectively as the
Parties
.
R E C I T A L S:
1. The Parties have heretofore entered into that certain Second Amended and Restated Omnibus
Agreement, dated and effective as of September 24, 2009 (the
Omnibus Agreement
), which among
other things, (i) evidences their agreement with respect to the amount to be paid by the
Partnership for certain general and administrative services to be performed by Targa and its
Affiliates as well as direct expenses, including operating expenses, incurred by Targa and its
Affiliates for and on behalf of the Partnership Group (as defined in the Omnibus Agreement) and
(ii) evidence their agreement with respect to certain indemnification obligations.
2. The Parties desire to amend the Omnibus Agreement to, among other things, remove a
limitation which required Targa to provide general and administrative services to the Partnership
Group only for the three year period following the initial public offering by the Partnership and
to expand the Omnibus Agreement to cover all businesses hereafter purchased by the Partnership from
Targa or its Affiliates and any other assets, operations or businesses that the Partnership Group
may acquire, from time to time, after the date hereof which Targa and the Partnership hereafter
acknowledge and confirm in writing will be covered by and within the scope of the Omnibus
Agreement.
In consideration of the agreements contained herein, and for other good and valuable
consideration, the Parties hereby amend the Omnibus Agreement as follows:
ARTICLE I
DEFINED TERMS
1.1
Defined Terms
. All capitalized terms which are used but not defined in this
Amendment shall have meanings assigned to such terms in the Omnibus Agreement.
ARTICLE II
AMENDMENTS TO THE OMNIBUS AGREEMENT
2.1
The Omnibus Agreement is hereby amended as follows:
(a) Section 2.1(a) of the Omnibus Agreement is hereby revised and amended in its entirety to
read as follows:
(a) Targa hereby agrees to continue to provide the Partnership Group with
certain general and administrative services, such as legal, accounting, treasury,
insurance, risk management, health, safety and environmental, information
technology, human resources, credit, payroll, internal audit, taxes, engineering and
marketing through the period ending April 30, 2013. These general and
administrative services shall be substantially identical in nature and quality to
the services of such type previously provided by Targa in connection with their
management and operation of the Partnership Groups assets, operations and
businesses prior to their acquisition by the Partnership Group. In the event that
the Partnership Group hereafter makes any acquisitions of assets or businesses from
Targa or its Affiliates, Targa will provide general and administrative services that
are substantially identical in nature and quality to the services of such type
previously provided by Targa in connection with their management and operation of
such assets or businesses prior to their acquisition by the Partnership. In
addition, in the event that the Partnership Group hereafter makes any acquisitions
of assets, operations or businesses from any third party and the Parties hereto then
acknowledge and agree in writing that such assets, operations or businesses will be
covered by the Agreement, Targa will provide and be compensated for similar general
and administrative services in support of such assets, operations or businesses.
(b) Section 2.2(a)(v) of the Omnibus Agreement is hereby revised in its entirety to read as
follows:
(v) direct expenses, including operating expenses and certain allocated
operating expenses, associated with the ownership and operation of the Partnership
Groups assets, operations and businesses which are subject to this Agreement.
ARTICLE III
MISCELLANEOUS
3.1
Assurances
. From time to time after the date hereof, and without any further
consideration, each of the parties to this Amendment shall execute, acknowledge and deliver all
such additional instruments, notices and other documents, and will do all such other acts and
things, all in accordance with applicable law, as may be necessary or appropriate to more fully and
effectively carry out the purposes and intent of this Amendment.
3.2
Successors and Assigns
. This Amendment shall be binding upon and inure to the
benefit of the parties signatory hereto and their respective successors and assigns.
3.3
No Third Party Rights
. The provisions of this Amendment are intended to bind the
parties signatory hereto as to each other and are not intended to and do not create rights in any
other person or confer upon any other person any benefits, rights or remedies and no person is or
is intended to be a third party beneficiary of any of the provisions of this Amendment.
2
3.4
Counterparts
. This Amendment may be executed in any number of counterparts, all
of which together shall constitute one agreement binding on the parties hereto.
3.5
Governing Law
. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Delaware applicable to contracts made and to be performed wholly
within such state without giving effect to conflict of law principles thereof, except to the extent
that it is mandatory that the law of some other jurisdiction shall apply.
3.6
Severability
. If any of the provisions of this Amendment are held by any court of
competent jurisdiction to contravene, or to be invalid under, the laws of any political body having
jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate
the entire Amendment. Instead, this Amendment shall be construed as if it did not contain the
particular provision or provisions held to be invalid, and an equitable adjustment shall be made
and necessary provision added so as to give effect to the intention of the parties as expressed in
this Amendment at the time of execution of this Amendment.
3.7
Amendment or Modification
. This Amendment may be amended or modified from time to
time only by the written agreement of all the parties hereto.
3.8
Conflicts
. Nothing in this Amendment shall be construed as an agreement to assign
any asset, or any interest therein, that is subject to any agreement that, by its terms or pursuant
to applicable law, is not capable of being sold, assigned, transferred or delivered without the
consent or waiver of a third party or a governmental authority unless and until such consent or
waiver shall be given.
3.9
Effect of Amendment
. This Amendment only amends the Omnibus Agreement as
specifically provided herein and all other provisions of the Omnibus Agreement remain unchanged.
[
Signature page follows
]
3
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first
above written.
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TARGA RESOURCES, INC.
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By:
Name:
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/s/ Rene R. Joyce
Rene R. Joyce
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Title:
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Chief Executive Officer
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TARGA RESOURCES LLC
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By:
Name:
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/s/ Rene R. Joyce
Rene R. Joyce
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Title:
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Chief Executive Officer
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TARGA RESOURCES GP LLC
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By:
Name:
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/s/ Rene R. Joyce
Rene R. Joyce
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Title:
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Chief Executive Officer
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TARGA RESOURCES PARTNERS LP
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By: Targa Resources GP LLC, its General Partner
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By:
Name:
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/s/ Rene R. Joyce
Rene R. Joyce
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Title:
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Chief Executive Officer
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