ex10-24.htm

This Amended and Restated Natural Gas Purchase Agreement is executed on January 25, 2010, but effective as of March 1, 2009, by and between TARGA GAS MARKETING LLC ("Buyer") and TARGA NORTH TEXAS LP ("Seller") (each a “Party,” and together, the “Parties”), and sets forth the terms and conditions pursuant to which Seller will sell to Buyer, and Buyer will purchase from Seller, certain Gas (as hereinafter defined) produced at natural gas processing facilities owned and operated by Seller. This Agreement amends and restates in its entirety that certain Natural Gas Purchase Agreement dated and effective as of December 1, 2005.

“Affiliate” means any Person that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified, with the term “control” (including the terms “controlled by” or “under common control with”) meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract, or otherwise. Any Person shall be deemed to be an Affiliate of any specified Person if (i) such Person owns fifty percent (50%) or more of the voting securities of the specified Person, if the specified Person owns fifty percent (50%) or more of the voting securities of such Person, or if fifty percent (50%) or more of the voting securities of the specified Person and such Person are under common control, or (ii) such Person has operational control of the specified Person pursuant to an operating agreement, management agreement or other contractual rights.

“Claims” means any and all claims, liabilities, losses, damages, demands, penalties, fines, causes of action, remediation expenses, suits, judgments, arbitration awards, court orders, directives, injunctions, decrees or awards of any jurisdiction, and any costs and expenses related to the same (including court costs, reasonable attorneys’ fees, and other reasonable expenses of litigation).

“Gas Proceeds” means the aggregate proceeds received by Buyer from its first of Month baseload sales at the relevant Near Market Point to Buyer’s customers, including third parties and Affiliates of Buyer.

“Index Price” means the price per MMBtu reported in the first publication of Inside FERC’s Gas Market Report for such Month for the applicable Near Market Point. Notwithstanding the foregoing, if there is no single price published for such day, but there is published a range of prices, then the Index Price for such day will be the average of the high and low prices in that range.

"Month" shall mean the period beginning at 7:00 AM Central Standard Time (as adjusted for Central Daylight Time) on the first day of a calendar month and ending at 6:59 AM on the last day of such calendar month.

“Plant” or “Plants” means one or more natural gas processing plants that are now or hereafter owned or operated by Seller, including but not limited to the plants identified on Exhibit “A,” attached hereto.

“Taxes” means any or all ad valorem, property, occupation, severance, generation, first use, conversion, Btu or Gas, transport, transmission, utility, gross receipts, privilege, sales, use, consumption, excise, lease, transaction, and other taxes, governmental charges, regulatory assessments by federal, state or local agencies or commissions (including, but not limited to, FERC assessments), license fees, permits or assessments or increases therein, other than taxes based on net income or net worth

“Transportation Costs” means all transportation costs incurred by Buyer (or deemed to be incurred) for first of Month baseload Gas sales at the applicable Near Market Point, including any pipeline tariff charges, fuel, and any demand charges for firm capacity. Any additional transportation costs incurred by Buyer for delivery of Gas to a Remote Market Point shall be at the sole expense of Buyer.

2.1 This Agreement shall commence on March 1, 2009, and shall continue in full force and effect for a term of fifteen (15) years (the “Initial Term”). At the expiration of the Initial Term, this Agreement shall be automatically extended for consecutive sixty (60) month terms (the “Renewal Term”), unless either Party shall have given written notice of termination to the other Party at least one hundred twenty (120) days prior to the expiration of the Initial Term or the applicable Renewal Term (the Initial Term and any Renewal Term(s) shall collectively be referred to as the “Term”).

2.2 In the event that either Party ceases to be an Affiliate of Targa Resources, Inc., then either Party may, at its sole discretion, elect to terminate this Agreement upon one hundred twenty (120) days notice to the other Party.

The receipt point (“Receipt Point”) for each Plant shall be a point at or near the tailgate of such Plant. Seller shall have the sole responsibility for delivering the Gas to the Receipt Points. Buyer shall have the sole responsibility for transporting the Gas from the Receipt Points.

Seller will nominate the total quantity of Plant Gas (in MMBtu per day) to be delivered to each Receipt Point for each Plant during any Month, giving sufficient time to meet the applicable pipeline company’s nomination deadlines for such Month, and will also provide Buyer with any other operational information which could have a significant effect on the quantity of Gas delivered from each Plant for the Month. Seller and Buyer will cooperate in communicating throughout each Month regarding any changes in the quantity of Plant Gas to be delivered at each Receipt Point for the Month of flow and the following Month. Should Seller become aware that actual deliveries at any Receipt Point on any day will be more or less than the Nominated Quantity, Seller shall promptly notify Buyer.

For its first of month sales of Gas from each Plant, Buyer agrees to utilize operational procedures agreed to by Seller and Buyer from time to time based upon available transportation, current market conditions and other relevant factors.

All Gas delivered by Seller hereunder shall meet the pressure, quality and heat content requirements of the Receiving Transporter. The unit of quantity measurement for purposes of this Agreement shall be one MMBtu dry. Measurement of Gas quantities hereunder shall be in accordance with the established procedures of the Receiving Transporter.

Seller is liable for and shall pay, or cause to be paid, all Taxes applicable to the purchase or sale of Gas at a particular Receipt Point arising prior to the Receipt Points. Seller will release, indemnify, defend and save Buyer harmless from and against all Claims for such Taxes. In the event Buyer is required to remit such Taxes, Seller shall reimburse Buyer for such amount. Buyer is liable for and shall pay or cause to be paid all Taxes applicable to the purchase or sale of Gas at a particular Receipt Point arising at or after the Receipt Points. Buyer shall release, indemnify, defend and save Seller harmless from and against all Claims for such Taxes. In the event Seller is required to remit such Taxes, Buyer shall reimburse Seller for such amount.

10.1 On or before the fifteenth (15th) day following each Month during the Term (and for the first Month following the expiration or termination of this Agreement), Buyer shall deliver to Seller a statement for the preceding Month showing the daily and total volume of Gas delivered to each Receipt Point, the applicable price for such Gas, and any other amounts and adjustments due hereunder, and the total amount due from Buyer to Seller. In the event that the quantity of gas delivered at any Receipt Point is less than the Nominated Quantity for such Month, there shall be no adjustment to the price per MMBtu payable by Buyer to Seller for Gas. If the actual volume delivered is not available by such billing date, Buyer shall use an estimated volume based on nominations. The estimated volume will then be corrected to the actual volume on the following Month’s billing or as soon thereafter as transport information is available.

10.2 On or before the twenty-fifth (25th) day of each Month, Buyer will pay Seller at the notice address set forth in Section 11, in immediately available funds, for Gas delivered during the preceding Month. In the event that either Party discovers any underpayment or overpayment, such Party shall promptly notify the other Party, and Seller or Buyer, as applicable shall make a payment to the other Party in the amount of any undisputed overpayment or underpayment, as applicable, no later than thirty (30) days after receipt of such notice. The Parties agree that, notwithstanding the provisions of this Section 11, no retroactive adjustment shall be made for any overpayment or underpayment more than twenty-four (24) months from the date of the original payment to which such overpayment or underpayment relates.

Every notice, request, statement or bill provided for in this Agreement shall be in writing directed to the Party to whom given, made or delivered at such Party's address as set forth below and as such address may be changed from time to time with written notice to the other Party.

12.1 Seller shall have title, custody and control of the Gas and shall assume liability and risk of loss with respect to the Gas prior to the applicable Receipt Point. Buyer shall have title, custody and control of the Gas and shall assume liability and risk of loss with respect to the Gas at and after the applicable Receipt Point.

12.2 Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and delivered by Seller to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT AS PROVIDED IN THIS SECTION 12.2 AND IN SECTION 15.5, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE.

12.3 Seller shall release, indemnify, defend and hold harmless Buyer from and against all Claims arising from or relating to the Gas prior to the Receipt Points. Buyer shall release, indemnify, defend and hold harmless Seller from and against all Claims arising from and relating to the Gas at and after the Receipt Points.

12.4 Notwithstanding the other provisions of this Article 12, as between Seller and Buyer, Seller will be liable for, and shall release, indemnify, defend and hold harmless Buyer from and against all Claims arising from or related to the failure of Gas delivered by Seller to meet the quality requirements of Section 8.

12.5 EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR AGREEMENT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE.

13.1 In the event that either Party is rendered unable, by reason of an event of force majeure, to perform, wholly or in part, any obligation or commitment set forth in this Agreement, then upon such Party's giving notice and full particulars of such event of force majeure, this Agreement shall be suspended, except for the payment of monies owed hereunder, to the extent and for the period that such ability to perform is prevented by such force majeure condition. Initial notice may be given orally; however, written notification with reasonably full particulars of the event or occurrence is required as soon as reasonably possible.

13.2 The term "force majeure" as employed in this Agreement shall mean acts of God, landslides, lightening, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected areas, floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe, weather related events affecting an entire geographic region (which include freezing of wells or pipelines), strikes, lockouts or industrial disputes or disturbances, civil disturbances, governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulation, or policy having the effect of law promulgated by a government authority having jurisdiction, failure or inability to secure or maintain capacity for purposes of transportation of gas on any pipeline system, or any other cause, whether of the kind herein enumerated or otherwise, not reasonably within the control of the Party claiming force majeure.

(a)

Either Party becomes insolvent, makes an assignment for the benefit of creditors, or a receiver or trustee is appointed for the benefit of such Party’s creditors, or a Party makes a filing for protection from creditors under any bankruptcy or insolvency laws, or such filing is made against a Party;

14.2 If an Event of Default occurs and is continuing, the non-defaulting Party may, by written notice to the defaulting Party, designate a day no earlier than the day such notice is effective as an early termination date ("Early Termination Date"). On the Early Termination Date, all obligations due on or after the Early Termination Date under the Agreement shall be terminated except as provided herein. If an Early Termination Date has been designated, the non-defaulting Party shall in good faith calculate the amount due between the parties as of the Early Termination Date. The non-defaulting party shall notify the defaulting Party in writing of the amount due and whether it is owed to or from the defaulting Party (the “Termination Payment”). The party owing the Termination Payment shall pay it to the other party within two (2) Business Days after the effective date of such notice, with interest at the Base Rate from the Early Termination Date until paid.

In addition, the defaulting Party hereunder shall reimburse the non-defaulting Party, on demand, for actual, reasonable out-of-pocket expenses (with interest at a rate equal to the lower of (i) the then-effective prime rate of interest published under “Money Rate” by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate), including, without limitation, reasonable legal fees and expenses incurred by the other Party in connection with the enforcement of the Agreement.

If an Early Termination Date is designated, the non-defaulting party shall be entitled, in its sole discretion, to set-off any amount payable by the non-defaulting Party to the defaulting Party under the Agreement or otherwise, against any amounts payable by the defaulting Party to the non-defaulting Party under this Agreement or otherwise. This provision shall be in addition to any right of setoff or other right and remedies to which any party is otherwise entitled (whether by operation of law, contract or otherwise). If an obligation is unascertained, the non-defaulting party may in good faith estimate that obligation and set-off in respect of the estimate, subject to the non-defaulting party accounting to the defaulting Party when the obligation is ascertained.

15.1 This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective Parties hereto, and the covenants, conditions, rights and obligations of this Agreement shall run for the full term of this Agreement. No assignment of this Agreement, in whole or in part, will be made without the prior written consent of the non-assigning Party, which consent will not be unreasonably withheld or delayed; provided, either Party may (i) transfer, sell, pledge, encumber, or assign this Agreement or the accounts, revenues, or proceeds hereof in connection with any financing or other financial arrangements, or (ii) transfer its interest to any parent or Affiliate by assignment, merger or otherwise without the prior approval of the other Party. Upon any such assignment, transfer and assumption, the transferor shall remain principally liable for and shall not be relieved of or discharged from any obligations hereunder.

15.2 The invalidity of any one or more covenants or provisions of this Agreement shall not affect the validity of any other provisions hereof or this Agreement as a whole, and in case of any such invalidity, this Agreement shall be construed to the maximum extent possible as if

15.3 This Agreement sets forth all understandings between the Parties respecting each transaction subject hereto, and any prior Agreements, understandings and representations, whether oral or written, relating to such transactions are merged into and superseded by this Agreement and any effective transaction(s). This Agreement may be amended only by a writing executed by both Parties. Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement.

15.4 The interpretation and performance of this Agreement shall be governed by the laws of the State of Texas, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. This Agreement and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of any governmental authority having jurisdiction over the Parties, their facilities, Gas supply, this Agreement or transaction or any provisions thereof. The Parties shall comply with all applicable laws in the performance of their respective obligations under this Agreement.

15.5 Each Party to this Agreement represents and warrants that it has full and complete authority to enter into and perform this Agreement. Each person who executes this Agreement on behalf of either Party represents and warrants that it has full and complete authority to do so and that such Party will be bound thereby.

15.7 Nothing in this Agreement shall entitle any person other than Seller or Buyer, or their successors or assigns, to any claim, cause of action, remedy or right of any kind relating to the transaction(s) contemplated by this Agreement.

15.8 In construing this Agreement, the following principles shall be followed: (i) no consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement; (ii) examples shall not be construed to limit, expressly or by implication, the matter they illustrate; (iii) the word “includes” and its syntactical variants mean “includes, but is not limited to” and corresponding syntactical variant expressions; (iv) the plural shall be deemed to include the singular and vice versa, as applicable, and (v) unless the context otherwise requires, any reference to a statutory provision (including those contained in subordinate legislation) is a reference to the provision as amended or re-enacted, or as modified by other statutory provisions from time to time, and includes subsequent legislation made under the relevant statute.

Chico Plant
Applicable Transport	Near Market Point	Near Market Price	Remote Market Price
NGPL	Midcon Pool	Net Midcon Index Price	Net Midcon Index Price
ET Fuel	Cleburne Receipt Points	WASP of Cleburne Sales	WASP of Cleburne Sales
ET Fuel	Turbine Receipt Point	WASP of Turbine Sales	WASP of Turbine Sales
NSL - Atmos	Howard Receipt Points	WASP of Howard Sales	WASP of Howard Sales
N/A	Tailgate of Plant	WASP of Tailgate Sales	N/A

Shackelford Plant
Transport		Near Market Point	Near Market Price	Remote Market Price
EPNG		Permian Pool	Net Permian Index Price	Net Permian Index Price
Targa Intrastate Pipeline		Atmos Header	WASP of Atmos Sales		N/A
	N/A	Tailgate of Plant	WASP of Tailgate Sales		N/A


By: /s/ Stacy Duke			By: /s/ Clark White
Name: Stacy Duke			Name: Clark White
Title: Vice President			Title: Vice President