PARTNERSHIP INTEREST AGREEMENT PURCHASE AGREEMENT

General Partnership Agreement

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This General Partnership Agreement involves

DYNEGY INC | DYNEGY HOLDINGS INC | DYNEGY MIDSTREAM HOLDINGS, INC | DYNEGY MIDSTREAM G.P., INC | TARGA RESOURCES, INC | TARGA RESOURCES PARTNERS OLP LP | TARGA MIDSTREAM GP, LLC

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Title: PARTNERSHIP INTEREST AGREEMENT PURCHASE AGREEMENT
Governing Law: New York Date: 11/9/2005
Industry: OILPRD Law Firm: Vinson & Elkins L.L.P.; Cleary Gottlieb Steen & Hamilton LLP; O'Melveny & Myers LLP Sector: ENERGY

Search General Partnership Agreement by:

Partnership Interest Agreement dated as of August 2, 2005

Exhibit 10.1

PARTNERSHIP INTEREST

PURCHASE AGREEMENT

dated as of

AUGUST 2, 2005

by and between

DYNEGY INC.,

DYNEGY HOLDINGS INC.,

DYNEGY MIDSTREAM HOLDINGS, INC.,

and

DYNEGY MIDSTREAM G.P., INC.

AS SELLERS

and

TARGA RESOURCES, INC.,

TARGA RESOURCES PARTNERS OLP LP,

and

TARGA MIDSTREAM GP, LLC

AS BUYERS

Purchase Agreement

TABLE OF CONTENTS


		Page
ARTICLE I	DEFINITIONS	2
1.1	Definitions	2
1.2	Certain Definitional and Interpretive Provisions	16

ARTICLE II	PURCHASE AND SALE; CLOSING	17
2.1	Purchase and Sale	17
2.2	Purchase Price; Purchase Price Adjustment	17
2.3	Working Capital Adjustment	18
2.4	Substitutions of Credit Support Obligations	19
2.5	The Closing	22
2.6	Closing Procedures and Deliveries	23

ARTICLE III	REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES	24
3.1	Organization and Related Matters; Interests	24
3.2	Financial Statements; Absence of Changes and Undisclosed Liabilities	25
3.3	Tax Returns	26
3.4	Material Contracts	27
3.5	Real Property	28
3.6	Personal Property; Sufficiency of Assets	29
3.7	Authorization; No Conflicts	29
3.8	Actions	30
3.9	Compliance with Law	30
3.10	Employees and Employee Benefit Matters	30
3.11	Operation in the Ordinary Course	32
3.12	Environmental Compliance	32
3.13	Permits	33
3.14	Intellectual Property	33
3.15	Insurance	33
3.16	Preferential Purchase Rights	33
3.17	No Brokers or Finders	34

ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF BUYERS	34
4.1	Organization and Related Matters	34
4.2	Authorization; No Conflicts	34
4.3	Actions	34
4.4	No Brokers or Finders	35


		-i-		Purchase Agreement

TABLE OF CONTENTS


		Page
4.5	Financing	35
4.6	Investment Representation	35

ARTICLE V	COVENANTS WITH RESPECT TO THE PERIOD PRIOR TO THE CLOSING	36
5.1	Access	36
5.2	Conduct of Business	36
5.3	Efforts; No Inconsistent Action	39
5.4	Financing	40
5.5	Supplemental Disclosure	43
5.6	Consummation of Certain Pre-Closing Transactions	44
5.7	Specified Letters of Credit	44
5.8	Business Segment	44
5.9	Quarterly Financial Statements; Footnotes	44
5.10	Monthly Status Meeting	45
5.11	Sublease	45

ARTICLE VI	CONTINUING COVENANTS	45
6.1	Cooperation; Legal Privileges	45
6.2	Post-Closing Operations	46
6.3	Use of Name	47
6.4	Acknowledgment of Limitation of Warranties	47
6.5	Insurance Matters	49
6.6	Non-Solicitation	50
6.7	Sellers’ Records	51
6.8	Seller Parties and Buyer Parties	51
6.9	Post-Closing Cooperation and Documentation	51
6.10	Firm Transportation Contracts	53
6.11	Assets Disposed of Prior to Closing	53

ARTICLE VII	EMPLOYEES AND EMPLOYEE BENEFIT MATTERS	54
7.1	Employee and Employee Benefit Matters	54

ARTICLE VIII	TAX MATTERS	59
8.1	Tax Treatment	59
8.2	Tax Returns	60
8.3	Tax Refunds and Treatment of Payments	61
8.4	Transfer Taxes	61


		-ii-		Purchase Agreement

TABLE OF CONTENTS

(continued)


		Page
8.5	Audit Matters	62
8.6	Cooperation and Exchange of Information	62

ARTICLE IX	CONDITIONS OF PURCHASE	63
9.1	General Conditions	63
9.2	Conditions to Obligation of Buyers	63
9.3	Conditions to Obligation of Sellers	65

ARTICLE X	TERMINATION OF OBLIGATIONS	65
10.1	Termination of Agreement	65
10.2	Effect of Termination	66

ARTICLE XI	INDEMNIFICATION; SURVIVAL	67
11.1	Obligations of Seller Parties	67
11.2	Obligations of Buyer Parties	68
11.3	Procedure	69
11.4	Survival	70
11.5	Limitations on Indemnification	70
11.6	Treatment of Payments	71
11.7	Remedies Exclusive	71
11.8	Retained Excluded Claims and Reserved Claim	71

ARTICLE XII	GENERAL	74
12.1	Amendments; Waivers	74
12.2	Disclosure Schedules; Exhibits	74
12.3	Post-Closing Further Assurances	74
12.4	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	74