AGREEMENT OF LIMITED
PARTNERSHIP
OF
TARGA RESOURCES PARTNERS
LP
This AGREEMENT OF
LIMITED PARTNERSHIP OF TARGA RESOURCES PARTNERS LP (this “
Agreement ”) is entered into effective as of
October 23, 2006, by Targa Resources GP LLC, a Delaware
limited liability company (the “ General Partner
”), Targa GP Inc., a Delaware corporation, and Targa LP Inc.,
a Delaware corporation (together with Targa GP Inc., the “
Limited Partners ”) (collectively, the “
Partners ”).
FOR AND IN
CONSIDERATION OF the mutual covenants in this Agreement and other
good and valuable consideration, the Partners hereby agree as
follows:
1.
Formation. Effective upon filing of a certificate of
limited partnership (the “ Certificate ”), the
Partners hereby form a limited partnership (the “
Partnership ”) under the Delaware Revised Uniform
Limited Partnership Act (the “ Act ”). Except as
expressly provided to the contrary in this Agreement, the rights
and obligations of the Partners and the administration, dissolution
and termination of the Partnership shall be governed by the
Act.
2.
Name. The name of the Partnership shall be
“Targa Resources Partners LP.” All Partnership business
must be conducted in that name or such other names as the General
Partner may determine to be necessary or appropriate from time to
time.
3.
Registered Office; Registered Agent; Principal
Office. The registered office and registered agent of the
Partnership in the State of Delaware shall be as, from time to
time, determined by the General Partner. The principal office of
the Partnership in the United States shall be at such place as the
General Partner may designate from time to time, which need not be
in the state of Delaware, and the Partnership shall maintain
records there as required by the Act.
4.
Purposes. The purposes of the Partnership are
(a) to engage in any lawful business and (b) to engage in any
other business or activity that may be necessary or incidental to
accomplish the foregoing purposes.
5.
Term. The Partnership shall commence on the date the
Certificate is properly filed with the Secretary of State of the
State of Delaware and shall continue in existence until its
business and affairs are wound up following dissolution.
6.
Initial Partners; Sharing Ratios. Effective with the
commencement of the Partnership, (a) the General Partner is hereby
admitted to the Partnership as the initial general partner, with a
2.0% Sharing Ratio; and (b) the Limited Partners are hereby
admitted to the Partnership as the initial limited partners, each
with a 49.0% Sharing Ratio.
7.
Transfers of Partnership Interests. No Partner may
sell, assign, transfer or otherwise dispose of (including by
operation of law) all or any portion of its interest in the
Partnership, and no new person or entity (“ Person
”) may be admitted to the Partnership, without the prior
consent of all the other Partners.
