THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “ Agreement ”), dated as of September 24, 2009, is entered into by and among TARGA RESOURCES PARTNERS LP, a Delaware limited partnership (the “ Partnership ”), TARGA GP INC., a Delaware corporation (“ Targa GP ”), TARGA LP INC., a Delaware corporation (“ Targa LP ”), TARGA RESOURCES OPERATING LP (“ Targa Operating ”), a Delaware limited partnership, and TARGA NORTH TEXAS GP LLC (“ Targa North Texas ”), a Delaware limited liability company.  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).

WHEREAS, Targa GP, Targa LP and the Partnership have heretofore entered into that certain Purchase and Sale Agreement dated as of July 27, 2009 (the “ Purchase Agreement ”), providing for the sale by Targa GP and Targa LP to the Partnership of: (i) 100% of the limited liability company interests (the “ Downstream LLC 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 ”), a Delaware limited partnership, (ii) a limited partner interest  (the “ Downstream LP Interests ”) which constitutes all of the limited partner interests of and a 50% ownership interest in Targa Downstream, (iii) 100% of the limited liability company interests (the “ LSNG LLC Interests, ” and together with the Downstream LLC Interests, the “ LLC 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 ”), a Delaware limited partnership, and (iv) a limited partner interest (the “ LSNG LP Interests, ” and together with the Downstream LP Interests, the “ LP Interests ”) which constitutes all of the limited partner interests of and a 50% ownership interest in Targa LSNG;

WHEREAS, pursuant to the terms of the Purchase Agreement, Targa Downstream and Targa LSNG are to collectively own the Downstream Business at the Closing;

WHEREAS, Targa GP and Targa LP directly and indirectly own all of the partnership interests in Targa Downstream and Targa LSNG;

WHEREAS, pursuant to the terms of the Purchase Agreement, Targa GP intends to sell, convey, transfer and assign the LLC Interests to the Partnership or a designated subsidiary of the Partnership;

WHEREAS, pursuant to the t