PURCHASE AND SALE AGREEMENT

Exhibit 2.1

Execution Copy

PURCHASE AND SALE AGREEMENT

by and between

TARGA GP INC.

and

TARGA LP INC.

(“Sellers”)

and

TARGA RESOURCES PARTNERS LP,

(“Buyer”)

dated as of

July 27, 2009

TABLE OF CONTENTS

Disclosure Schedules

Exhibits

Exhibit A   —   Second Amended and Restated Omnibus Agreement

PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT, dated as of July 27, 2009 (this “ Agreement ”), is entered into by and between Targa GP Inc., a Delaware corporation (“ Targa GP Inc. ”) and Targa LP Inc., a Delaware corporation (“ Targa LP Inc. ” and together with Targa GP Inc., the “ Sellers ”) and Targa Resources Partners LP, a limited partnership organized under the Laws of the State of Delaware (“ Buyer ”).

RECITALS

     WHEREAS, (i) Targa GP Inc. owns 100% of the limited liability company interests in Targa Downstream GP LLC (“ Targa Downstream GP ”), a Delaware limited liability company which holds a general partner interest which constitutes all of the general partner interests of and a 50% ownership interest in Targa Downstream LP (“ Targa Downstream LP ”), a Delaware limited partnership, (ii) Targa LP Inc. owns a limited partner interest which constitutes all of the limited partner interests of and a 50% ownership interest in Targa Downstream LP, (iii) Targa GP Inc. owns 100% of the limited liability company interests in Targa LSNG GP LLC (“ Targa LSNG GP ”), a Delaware limited liability company which holds a general partner interest which constitutes all of the general partner interests of and a 50% ownership interest in Targa LSNG LP (“ Targa LSNG LP ”), a Delaware limited partnership and (iv) Targa LP Inc. owns a limited partner interest which constitutes all of the limited partner interests of and a 50% ownership interest in Targa LSNG LP.

     WHEREAS, Sellers desire to transfer, assign and sell to Buyer and Buyer desires to purchase from Sellers the above-referenced limited liability company interests in Targa Downstream GP and Targa LSNG GP and limited partner interests in Targa Downstream LP and Targa LSNG LP (such limited liability company interests and limited partner interests being collectively referred to as the “ Purchased Interests ”);

     WHEREAS, Targa Downstream LP and Targa LSNG LP, collectively, own or will at Closing own a natural gas liquids business consisting of (i) the Logistics Segment which consists of fractionation facilities, storage and terminalling facilities, low sulfur natural gasoline treating facilities, and pipeline transportation and distribution assets (the “ Logistics Segment ”), (ii) the Marketing Segment which markets NGL production and purchases mixed or component NGL products from third parties for resale (the “ Marketing Segment ”), and (iii) the Wholesale Segment which owns propane storage, truck terminals and NGL transport assets and provides services for refineries, including NGL balancing, purchasing or marketing propane and providing butane supply, and sells propane to retailers and end users (the “ Wholesale Segment ”);

     WHEREAS, at the Closing (as defined below) and in accordance with the terms of this Agreement, Sellers will assign and transfer to Buyer or its designee all of the Purchased Interests; provided an undivided portion of the Purchased Interests equal in value to the value of the GP Units issued to General Partner pursuant to Section 2.2(b) will be transferred by Sellers to Buyer for and on behalf of General Partner (and treated as if it were a capital contribution by Sellers to General Partner and a subsequent capital contribution by General Partner to Buyer).

     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION

      Section 1.1 Definitions . As used herein, the following terms shall have the following meanings:

     “ Actual Product Inventory ” has the meaning provided such term in Section 2.4(c).

     “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such specified Person through one or more intermediaries or otherwise; provided that, for purposes of this Agreement, Warburg Pincus LLC, its affiliates and all private equity funds and portfolio companies owned or managed by Warburg Pincus LLC or its affiliates shall not be deemed to be affiliates of Sellers, the Companies or Buyer. For the purposes of this definition, “control” means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

     “ Agreement ” has the meaning provided such term in the preamble to this Agreement.

     “ Balance Sheet Date ” means March 31, 2009.

     “ BI Proceeds ” has the meaning provided such term in Section 6.13.

     “ Business Day ” means any day that is not a Saturday, Sunday or legal holiday in the State of Texas or a federal holiday in the United States.

     “ Buyer ” has the meaning provided such term in the preamble to this Agreement.

     “ Buyer Approvals ” has the meaning provided such term in Section 5.3.

     “ Buyer Indemnified Parties ” has the meaning provided such term in Section 9.2(a).

     “ Cash True-Up Payment ” has the meaning provided such term in Section 2.4(a).

     “ CBF ” has the meaning provided such term in Section 4.3(e).

     “ Claim Notice ” has the meaning provided such term in Section 9.3(a).

     “ Closing ” has the meaning provided such term in Section 2.3(a).

     “ Closing Date ” has the meaning provided such term in Section 2.3(a).

     “ Code ” means the Internal Revenue Code of 1986, as amended.

     “ Common Units ” means common units of Buyer representing limited partner interests in Buyer.

     “ Companies ” means Targa Downstream GP, Targa Downstream LP, Targa LSNG GP and Targa LSNG LP and each of the Company Subsidiaries and “ Company ” means any one of the foregoing.

     “ Company Assets ” means all of the plants, facilities and tangible and intangible assets owned by the Companies used in the Downstream Business, including the assets listed on Schedule 1.1(i) hereto, but excluding the Excluded Assets.

     “ Company Guarantees ” means all guaranties, letters of credit, bonds, sureties, cash collateral accounts, and other credit support or assurances provided by Sellers or their Affiliates (other than the Companies) in support of any obligations of any of the Companies or the Downstream Business, including those obligations listed on Schedule 6.5 .

     “ Company Subsidiaries ” means Targa Canada Liquids Inc., a British Columbia corporation, Midstream Barge Company LLC, a Delaware limited liability company, Targa Retail Electric LLC, a Delaware limited liability company, Targa Co-Generation LLC, a Delaware limited liability company, Targa Liquids GP LLC, a Delaware limited liability company, Targa NGL Pipeline Company LLC, a Delaware limited liability company, Targa OPI LLC, a Delaware limited liability company, Targa Liquids Marketing and Trade, a Delaware general partnership, Targa Bridgeline, LLC and Targa MLP Capital LLC (to be formed between signing and closing).

     “ Conflicts Committee ” means the conflicts committee of the board of directors of Targa Resources GP LLC.

     “ Contract ” means any legally binding agreement, commitment, lease, license or contract.

     “ Defense Actions ” means the defense actions as listed in subsection (i) of Schedule 4.8 .

     “ Disclosure Schedules ” means the schedules attached hereto.

     “ Disposition ” has the meaning provided such term in Section 6.12.

     “ Disposition Payment ” has the meaning provided such term in Section 6.12.

     “ Dollars ” and “ $ ” mean the lawful currency of the United States.

     “ Downstream Business ” means the business and operations currently conducted by Sellers described in the Targa Resources, Inc. Annual Report on Form 10-K for the year ended December 31, 2008, as the NGL Logistics and Marketing Division, consisting of three segments: Logistics Assets, NGL Distribution and Marketing and Wholesale Marketing excluding the business and operations utilizing or derived from the Excluded Assets.

     “ Downstream Joint Ventures ” means Downstream Energy Ventures Co., L.L.C., a Delaware limited liability company, Gulf Coast Fractionators, a Texas general partnership, and Cedar Bayou Fractionators, L.P., a Delaware limited partnership.

     “ Effective Time ” has the meaning provided such term in Section 2.3(a).

     “ Environmental Law ” means any applicable Law relating to the environment, natural resources, or the protection thereof, including any applicable provisions of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. , the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq. , the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. , the Clean Water Act, 33 U.S.C. § 1251 et seq. , the Clean Air Act, 42 U.S.C. § 7401 et seq. , the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq. , the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seq. , the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq. , the Safe Drinking Water Act, 42 U.S.C. § 300f et seq. , and any applicable Law relating to health, safety, the environment, natural resources or the protection thereof, and all analogous state or local statutes, and the regulations promulgated pursuant thereto.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ Estimated Net Working Capital ” has the meaning provided such term in Section 2.4(d).

     “ Excluded Assets ” means the assets which are identified on Schedule 1.1(ii) which will be retained by Sellers or its Affiliates and not included in the Company Assets.

     “ Final Net Working Capital ” has the meaning provided such term in Section 2.4(d).

     “ Financial Statements ” has the meaning provided such term in Section 4.4(a).

     “ Fundamental Representations and Warranties ” means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.

     “ GAAP ” means generally accepted accounting principles of the United States, consistently applied.

     “ GCF ” means Gulf Coast Fractionators.

     “ General Partner ” has the meaning provided such term in Section 2.2(b).

     “ Governmental Authority ” means any federal, state, municipal, local or similar governmental authority, regulatory or administrative agency, court or arbitral body.

     “ GP Units ” means general partner units of Buyer representing general partner interests in Buyer.

     “ Hazardous Substance(s) ” means and includes, each substance defined, designated or classified as a hazardous waste, hazardous substance, hazardous material, pollutant, contaminant

or toxic substance under any Environmental Law and any petroleum or petroleum products that have been Released into the environment.

     “ Houston Area Assets ” means the Company Assets included in the Logistics Segment and located in the Houston, Texas area including the Gulf Coast Fractionator, the Cedar Bayou Fractionator and the Galena Park Terminal and the business conducted by such assets.

     “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     “ Indebtedness for Borrowed Money ” means with respect to any Person, at any date, without duplication, (a) all obligations of such Person for borrowed money, including all principal, interest, premiums, fees, expenses, overdrafts and penalties with respect thereto, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property, except trade payables incurred in the ordinary course of business, (d) all obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (e) all capitalized lease obligations, (f) all other obligations of a Person which would be required to be shown as indebtedness on a balance sheet of such Person prepared in accordance with GAAP, and (g) all indebtedness of any other Person of the type referred to in clauses (a) to (f) above directly or indirectly guaranteed by such Person or secured by any assets of such Person, whether or not such indebtedness has been assumed by such Person.

     “ Indemnified Party ” has the meaning provided such term in Section 9.3(a).

     “ Indemnified Tax Claim ” has the meaning provided such term in Section 7.3(b).

     “ Indemnifying Party ” has the meaning provided such term in Section 9.3(a).

     “ Intellectual Property ” means intellectual property rights, statutory or common law, worldwide, including (a) trademarks, service marks, trade dress, slogans, logos and all goodwill associated therewith, and any applications or registrations for any of the foregoing; (b) copyrights and any applications or registrations for any of the foregoing; and (c) patents, all confidential know-how, trade secrets and similar proprietary rights in confidential inventions, discoveries, improvements, processes, techniques, devices, methods, patterns, formulae, and specifications.

     “ Intercompany Accounts True-Up Payment ” has the meaning provided such term in Section 2.4(b).

     “ Knowledge ” as to Buyer means the actual knowledge of those Persons listed in Schedule 1.1(iii) after due inquiry of the Persons listed as sources for inquiry on said Schedule 1.1(iii) and as to Sellers means the actual knowledge of those Persons listed as sources for inquiry in Schedule 1.1(iv) after due inquiry of the Persons listed on said Schedule 1.1(iv) .

     “ Law ” means any applicable law, rule, regulation, ordinance, order, judgment or decree of a Governmental Authority, in each case as in effect on and as interpreted on the date of this Agreement.

     “ Logistics Segment ” has the meaning provided such term in the recitals to this Agreement.

     “ Lien ” means, with respect to any property or asset, any mortgage, pledge, charge, security interest or other encumbrance of any kind in respect of such property or asset.

     “ Losses ” means all actual liabilities, losses, damages, fines, penalties, judgments, settlements, awards, costs and expenses (including reasonable fees and expenses of counsel); provided, however , that Losses shall not include any special, punitive, exemplary, incidental, consequential or indirect damages; provided, further, however , that the preceding proviso shall not apply to the extent a Party is required to pay such damages to a third party in connection with a matter for which such Party is entitled to indemnification under Article IX.

     “ Marketing Segment ” has the meaning provided such term in the recitals to this Agreement.

     “ Material Adverse Effect ” means, with respect to any Person, any circumstance, change or effect that (a) is materially adverse, or is reasonably expected to be materially adverse, to the business, operations or financial condition of such Person (and in the case of any Company, of the Companies and the Downstream Business taken as a whole), or (b) that materially impedes the ability of such Person to complete the transactions contemplated herein, but shall exclude any circumstance, change or effect resulting or arising from:

          (i) any change in general economic conditions in the industries or markets in which any of the Companies operate;

          (ii) seasonal reductions in revenues and/or earnings of the Companies in the ordinary course of their respective businesses;

          (iii) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack;

          (iv) changes in Law or GAAP; and

          (v) the entry into or announcement of this Agreement, actions contemplated by this Agreement, or the consummation of the transactions contemplated hereby.

     Notwithstanding the foregoing clauses (i), (iii) and (iv) shall not apply in the event of a disproportionate effect on the Companies as compared to other entities in the markets in which the Companies operate.

     “ Material Contracts ” has the meaning provided such term in Section 4.6(a).

     “ Material Real Estate Leases ” has the meaning provided such term in Section 4.15(b).

     “ NGLs ” means natural gas liquids.

     “ Non-Affiliate Contracts ” means Contracts other than Contracts with Sellers or any Affiliate of Sellers other than a Company.

     “ Omnibus Agreement ” means that certain Amended and Restated Omnibus Agreement dated as of October 24, 2007, between Targa Resources, Inc., Targa Resources LLC, Targa Resources GP LLC and Buyer.

     “ Organizational Documents ” means any charter, certificate of incorporation, articles of association, bylaws, partnership agreement, operating agreement or similar formation or governing documents and instruments.

     “ Parties ” means Sellers and Buyer.

     “ Permits ” means authorizations, licenses, permits or certificates issued by Governmental Authorities, including those issued under any Environmental Law; provided , right-of-way agreements and similar rights and approvals are not included in the definition of Permits.

     “ Permitted Liens ” means (a) Liens for Taxes not yet delinquent or being contested in good faith by appropriate proceedings, (b) statutory Liens (including materialmen’s, warehousemen’s, mechanic’s, repairmen’s, landlord’s, and other similar Liens) arising in the ordinary course of business securing payments not yet delinquent or being contested in good faith by appropriate proceedings, (c) the rights of lessors and lessees under leases, and the rights of third parties under any agreement, in each case executed in the ordinary course of business, (d) the rights of licensors and licensees under licenses executed in the ordinary course of business, (e) restrictive covenants, easements and defects, imperfections or irregularities of title or Liens, if any, of a nature that do not materially and adversely affect the assets or properties subject thereto, (f) preferential purchase rights and other similar arrangements with respect to which consents or waivers are obtained for this transaction or as to which the time for asserting such rights has expired at the Closing Date without an exercise of such rights, (g) restrictions on transfer with respect to which consents or waivers are obtained for this transaction, (h) Liens granted in the ordinary course of business which do not secure the payment of Indebtedness for Borrowed Money and which do not materially and adversely affect the ability of the Companies to conduct their business as currently conducted, (i) Liens which are of a nature that would be reasonably acceptable to a prudent owner or operator of NGL assets and facilities of a type similar to the Company Assets, (j) Liens reflected on the title commitments and title policies listed in and other liens described on Schedule 1.1(v) and (k) Liens created by Buyer or its successors and assigns.

     “ Person ” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.

     “ Pre-Closing Environmental Liabilities ” means any Losses arising out of any Pre-Closing Environmental Matter.

     “ Pre-Closing Environmental Matters ” means (i) any violation of Environmental Law by the Companies or the Downstream Business prior to the Closing or arising in connection with the ownership or operation of the assets of the Companies prior to the Closing, (ii) any Release of

Hazardous Substances onto or from properties or assets owned by the Companies and included in the Downstream Business prior to the Closing or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Closing and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above, in each case to the extent that Buyer becomes aware of such matter and provides written notice (in accordance with notice procedures contained in Section 11.1 of this Agreement) to Sellers on or prior to the second anniversary of the Closing describing such environmental matter and stating that such matter is one for which Sellers have indemnification obligations hereunder.

     “ Pre-Closing Tax ” has the meaning provided in Section 7.1(c).

     “ Pre-Closing Taxable Period ” means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.

     “ Product Inventory ” means the Companies’ inventories of NGLs and NGL products.

     “ Purchase Price ” has the meaning provided such term in Section 2.2(a).

     “ Purchased Units ” has the meaning provided such term in Section 2.2(b).

     “ Purchased Companies ” means Targa Downstream LP, Targa Downstream GP, Targa LSNG LP and Targa LSNG GP.

     “ Purchased Interests ” has the meaning provided such term in the recitals of this Agreement.

     “ Reasonable Efforts ” means efforts in accordance with reasonable commercial practice and without the incurrence of unreasonable expense.

     “ Release ” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing.

     “ Representatives ” means, as to any Person, its officers, directors, employees, counsel, accountants, financial advisers and consultants.

     “ Seller ” and “ Sellers ” have the meaning provided such term in the preamble to this Agreement.

     “ Sellers Approvals ” has the meaning provided such term in Section 3.3.

     “ Sellers Indemnified Parties ” has the meaning provided such term in Section 9.2(b).

     “ Subsidiary ” means, with respect to any Person, (a) any corporation 50% or more of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of

any class or classes of such corporation have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person, directly or indirectly through Subsidiaries, and (b) any partnership, limited liability company, association, joint venture, trust or other entity in which such Person, directly or indirectly through Subsidiaries has a 50% or greater equity interest at the time, provided that the Downstream Joint Ventures shall not be deemed to be or considered to be Subsidiaries.

     “ Targa Downstream GP ” has the meaning provided such term in the recitals to this Agreement.

     “ Targa Downstream LP ” has the meaning provided such term in the recitals to this Agreement.

     “ Targa GP Inc. ” has the meaning provided such term in the preamble to this Agreement.

     “ Targa LP Inc. ” has the meaning provided such term in the preamble to this Agreement.

     “ Targa LSNG GP ” has the meaning provided such term in the recitals to this Agreement.

     “ Targa LSNG LP ” has the meaning provided such term in the recitals to this Agreement.

     “ Tax Authority ” means any Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax.

     “ Tax Benefit ” means, with respect to a Loss, an amount by which the Tax liability of a Person (or group of corporations filing a Tax Return that includes the Person), with respect to a taxable period, is reduced as a result of such Loss or the amount of any Tax refund or Tax credit that is generated (including, by deduction, loss, credit or otherwise) as a result of such Loss, and any related interest received from any relevant Tax Authority; provided , in each case, only the reasonable present value of any Tax Benefit shall be considered with respect to a Loss.

     “ Tax Indemnified Party ” has the meaning provided such term in Section 7.3(b).

     “ Tax Indemnifying Party ” has the meaning provided such term in Section 7.3(b).

     “ Tax Proceeding ” has the meaning provided such term in Section 7.1(e).

     “ Tax Returns ” means any report, return, election, document, estimated tax filing, declaration or other filing provided to any Tax Authority including any amendments thereto.

     “ Taxes ” or “ Tax ” means (a) all taxes, assessments, duties, levies, imposts or other similar charges imposed by a Governmental Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental (including taxes under Code Section 59A), alternative minimum, add-on, value-added, withholding (including backup withholding) and other taxes, assessments, duties, levies, imposts or other similar charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the

filing of a Tax Return), and all estimated taxes, deficiency assessments, additions to tax, additional amounts imposed by any Governmental Authority, penalties and interest, (b) any liability of any Company for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability of such Company for payment of such amounts was determined or taken into account with reference to the liability of any other Person, and (c) any liability of any Company for the payment of any amounts as a result of being a party to any Tax-Sharing Agreement or with respect to the payment of any amounts of any of the foregoing types as a result of any express or implied obligation to indemnify any other Person.

     “ Tax-Sharing Agreements ” means all existing agreements or arrangements (whether or not written) that are binding on any Company and regarding the sharing, allocation, or payment of Taxes or amounts in lieu of Taxes.

     “ Third-Party Claim ” has the meaning provided such term in Section 9.3(a).

     “ Title Commitments ” has the meaning provided such term in Section 6.11.

     “ Title Company ” means Stewart Title Guaranty Company.

     “ Title Policies ” has the meaning provided such term in Section 6.11.

     “ United States ” means United States of America.

     “ Volume Weighted Average Price ” with respect to the Common Units on any trading day means the per unit volume weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg Page NGLS<equity>AQR (or its equivalent successor if such page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such trading day or, if such Volume Weighted Average Price is unavailable or such page or its equivalent is unavailable, the volume weighted average price of each trade in the Common Units during such trading day between 9:30 a.m. and 4:00 p.m., New York City time, on The Nasdaq Global Select Market or, if the Volume Weighted Average Price is unavailable from the above-referenced sources, as calculated by a nationally recognized independent investment banking firm retained for this purpose by the Buyer, such calculation to be made in a manner consistent with the manner in which “Volume Weighted Average Price” would have been determined by Bloomberg.

     “ Wholesale Segment ” has the meaning provided such term in the recitals to this Agreement.

     “ Working Capital True-Up Payment ” has the meaning provided such term in Section 2.4(d).

      Section 1.2 Rules of Construction.

          (a) All article, section, schedule and exhibit references used in this Agreement are to articles, sections, schedules and exhibits to this Agreement unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.

          (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear.

          (c) The Parties acknowledge that each Party and its attorney has reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

          (d) The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

          (e) All references to currency herein shall be to, and all payments required hereunder shall be paid in, Dollars.

          (f) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

          (g) Any event hereunder requiring the payment of cash or cash equivalents on a day that is not a Business Day shall be deferred until the next Business Day.

ARTICLE II
PURCHASE AND SALE; CLOSING

      Section 2.1 Purchase and Sale of Purchased Interests . At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Sellers shall sell, assign, transfer and convey to Buyer (or a designated Subsidiary of Buyer), and Buyer (or a designated Subsidiary of Buyer) shall purchase and acquire from Sellers, the Purchased Interests, free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws.

      Section 2.2 Purchase Price .

          (a) The total purchase price consideration payable by Buyer to Sellers for the Purchased Interests (the “ Purchase Price ”) shall be $530,000,000 payable as set forth below.

          (b) The Purchase Price shall be payable (i) 75% in cash (through the assumption and payment by Buyer at Closing of $397,500,000 of indebtedness owed by the Purchased Companies to Sellers or their Affiliates) and (ii) 25% in equity securities consisting of Common Units and GP Units (collectively, the “ Purchased Units ”). The Purchased Units shall be valued at the Volume Weighted Average Price of the Common Units on the NASDAQ for the ten (10) trading days ending five trading days prior to the date hereof. An example of this calculation is set forth on Schedule 2.2(b) . The Purchased Units shall be issued in the following ratio: 98% of the Purchased Units shall be Common Units issued to Sellers and 2% of the Purchased Units shall be GP Units issued, at the direction of Sellers, to Targa Resources GP LLC (the “ General Partner ”).

          (c) The Purchase Price shall be deemed to be paid and allocated among Sellers as specified in Schedule 2.2(c) .

      Section 2.3 The Closing.

          (a) The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Vinson & Elkins L.L.P., 2500 First City Tower, 1001 Fannin Street, Houston, Texas 77002, commencing at 10:00 a.m. local time on the third Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the Parties shall take at the Closing itself) or such other date as Buyer and Sellers may mutually determine (the “ Closing Date ”); provided , the Closing shall be deemed to have been consummated at 12:01 a.m. Houston, Texas time on the first day of the month in which the Closing occurs (the “ Effective Time ”).

          (b) At the Closing, Sellers will deliver the following documents and deliverables to Buyer:

               (i) an assignment or assignments effecting the transfer to Buyer (or designated subsidiary of Buyer) of ownership of all of the Purchased Interests together with certificates, if any, representing the Purchased Interests and such other documentation as is required to admit Buyer (or a designated Subsidiary of Buyer) as a partner or member of the Companies, as applicable;

               (ii) a certification in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2) to the effect that each Seller is not a foreign person;

               (iii) resolutions of the applicable managers, directors and equityholders of Sellers required for approval of the transactions contemplated hereby;

               (iv) certificates of good standing and existence as of a recent date with respect to each of the Companies;

               (v) certificates required by Article VIII ; and

               (vi) such other certificates, instruments of conveyance, and documents as may be reasonably requested by Buyer and agreed to by Sellers prior to the Closing Date to carry out the intent and purposes of this Agreement.

          (c) At the Closing, Buyer will deliver the following documents and deliverables to Sellers (or the General Partner, as applicable):

               (i) the Common Units which are a portion of the Purchased Units;

               (ii) the GP Units which are a portion of the Purchased Units;

               (iii) resolutions of the Board of Directors of the general partner of Buyer as required for approval of the transactions contemplated hereby;

               (iv) certificates required by Article VIII ; and

               (v) such other certificates, instruments, and documents as may be reasonably requested by Sellers and agreed to by Buyer prior to the Closing Date to carry out the intent and purposes of this Agreement.

      Section 2.4 Purchase Price Adjustments; Post Closing Working Capital Adjustment.

          (a) Cash Balances . All cash, on hand, at the Companies and at Downstream Energy Ventures Co., L.L.C., and CBF (to the extent of the Companies’ ownership interest in such Downstream Joint Ventures) as of the Effective Time, shall be the property of the Sellers and Buyer acknowledges and agrees that the Companies may, prior to the Closing, make a distribution to Sellers or their Affiliates of all cash, on hand at the Companies and such Downstream Joint Ventures as of the Effective Time. In the event that there was any cash in the accounts of the Companies and Downstream Energy Ventures Co., L.L.C., and CBF on the Effective Time, the Buyer will make a payment to Sellers (the “ Cash True-Up Payment ”) in the amount of the sum of (i) such cash balances in the accounts of the Companies and (ii) the cash balances in the accounts of such Downstream Joint Ventures times the Companies’ ownership percentage in each such Downstream Joint Ventures within sixty (60) days following the Closing. In addition, Buyer agrees to pay or cause the Companies to pay to Sellers all cash distributions received by the Companies or their Affiliates from GCF (or as a result of the Companies’ ownership interest in GCF) after the Closing to Sellers up to an amount equal to cash, on hand, at GCF as of the Effective Time times the Companies’ ownership percentage in GCF, such payment being referred to as a “ GCF Distribution Payment .”

          (b) Intercompany Accounts . Accounts receivable and accounts payable between the Companies, on the one hand, and Sellers and its Affiliates (other than the Companies), on the other hand, and existing on the Effective Time shall be subject to the customary monthly settlement and true-up procedures currently utilized between Targa Resources, Inc. and Buyer with respect to intercompany accounts. Any amounts owing by the Companies to Sellers or their Affiliates (other than the Companies) as a result of such intercompany account true-up and any amounts owing by Sellers or their Affiliates (other than the Companies) to the Companies as a result of such intercompany accounts true-up

(“ Intercompany Accounts True-Up Payment ”), shall be made by the applicable Party within ninety (90) days following the Closing.

          (c) Product Inventory .

               (i) Within ninety (90) days following the Closing, Buyer and Sellers shall make a joint determination of the actual Product Inventory levels (calculated in barrels on a product-by-product basis) of the Companies as of the Effective Time (“ Actual Product Inventory ”).

               (ii) If the Actual Product Inventory is greater than or equal to the Product Inventory Floor, then no inventory adjustment will be required under this subsection (c).

               (iii) If the Actual Product Inventory is less than the Product Inventory Floor, then an inventory adjustment analysis will be required and an adjustment payment shall be payable by Sellers to Buyer equal to the positive amount determined as follows: