1379661--4/2/2007--Targa_Resources_Partners

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{debt, indebtedness, cash}

{tax, income, asset}

{gas, price, oil}

{stock, price, operating}

{operation, natural, condition}

{cost, regulation, environmental}

{investment, property, distribution}

{operation, international, foreign}

{acquisition, growth, future}

{regulation, change, law}

{competitive, industry, competition}

{control, financial, internal}

{capital, credit, financial}

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Our cash flow is affected by natural gas and NGL prices, and decreases in these prices could adversely affect our ability to make distributions to holders of our common units and subordinated units. Because of the natural decline in production from existing wells in our operating regions, our success depends on our ability to obtain new sources of supplies of natural gas, which depends on certain factors beyond our control. Any decrease in supplies of natural gas could adversely affect our business and operating results. Our hedging activities may not be effective in reducing the variability of our cash flows and may, in certain circumstances, increase the variability of our cash flows. In addition, the significant contribution to our results of operations that we are currently receiving from our hedge positions will decrease substantially through 2010. We depend on one natural gas producer for a significant portion of our supply of natural gas. The loss of this customer or replacement of its contracts on less favorable terms could result in a decline in our volumes, revenues and cash available for distribution. If third-party pipelines and other facilities interconnected to our natural gas pipelines and facilities become partially or fully unavailable to transport natural gas and NGLs, our revenues and cash available for distribution could be adversely affected. We depend on our Chico system for a substantial majority of our revenues and if those revenues were reduced, there would be a material adverse effect on our results of operations and ability to make distributions to unitholders. We are exposed to the credit risk of Targa and any material nonperformance by Targa could reduce our ability to make distributions to our unitholders. Our industry is highly competitive, and increased competitive pressure could adversely affect our business and operating results. Our business involves many hazards and operational risks, some of which may not be fully covered by insurance. If a significant accident or event occurs that is not fully insured, our operations and financial results could be adversely affected. Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities. Increases in interest rates could adversely affect our business. Restrictions in our credit facility may interrupt distributions to us from our subsidiaries, which may limit our ability to make distributions to you, satisfy our obligations and capitalize on business opportunities. We may incur significant costs and liabilities in the future resulting from a failure to comply with new or existing environmental regulations or an accidental release of hazardous substances or hydrocarbons into the environment. We typically do not obtain independent evaluations of natural gas reserves dedicated to our gathering pipeline systems; therefore, volumes of natural gas on our systems in the future could be less than we anticipate. A change in the jurisdictional characterization of some of our assets by federal, state or local regulatory agencies or a change in policy by those agencies may result in increased regulation of our assets, which may cause our revenues to decline and operating expenses to increase. Our costs may increase because our credit obligations under hedging and other contractual arrangements are not guaranteed by Targa. All of our operations are based in the Fort Worth Basin and we are dependent on drilling activities and our ability to attract and maintain customers in such region. Under the terms of our gas sales agreement, Targa manages the sales of our natural gas and pays us the amount it realizes for gas sales less certain costs; however, unexpected volume changes due to production variability or to gathering, plant, or pipeline system disruptions may increase our exposure to commodity price movements. We may incur significant costs and liabilities resulting from pipeline integrity programs and related repairs. Our construction of new assets may not result in revenue increases and is subject to regulatory, environmental, political, legal and economic risks, which could adversely affect our results of operations and financial condition. If we do not make acquisitions on economically acceptable terms, or efficiently and effectively integrate the acquired assets with our asset base, our future growth will be limited. We do not own most of the land on which our pipelines and facilities are located, which could disrupt our operations. We do not have any officers or employees and rely solely on officers of our general partner and employees of Targa. If our general partner fails to develop or maintain an effective system of internal controls, then we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential unitholders could lose confidence in our financial reporting, which would harm our business and the trading price of our common units. The amount of cash we have available for distribution to holders of our common units and subordinated units depends primarily on our cash flow and not solely on profitability. Consequently, even if we are profitable, we may not be able to make cash distributions to holders of our common units and subordinated units. Terrorist attacks, and the threat of terrorist attacks, have resulted in increased costs to our business. Continued hostilities in the Middle East or other sustained military campaigns may adversely impact our results of operations. Risks Inherent in an Investment in Us Targa controls our general partner, which has sole responsibility for conducting our business and managing our operations. Targa has conflicts of interest with us and may favor its own interests to your detriment. The credit and business risk profile of our general partner and its owners could adversely affect our credit ratings and profile. Our partnership agreement limits our general partner s fiduciary duties to holders of our units and restricts the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. Targa is not limited in its ability to compete with us, which could limit our ability to acquire additional assets or businesses. Cost reimbursements due our general partner and its affiliates for services provided, which will be determined by our general partner, will be substantial and will reduce our cash available for distribution to you. Holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors. Even if holders of our common units are dissatisfied, they cannot initially remove our general partner without its consent. We may issue additional units without your approval, which would dilute your existing ownership interests. Affiliates of our general partner may sell common units in the public markets, which sales could have an adverse impact on the trading price of the common units. Our general partner may elect to cause us to issue Class B units to it in connection with a resetting of the target distribution levels related to our general partner s incentive distribution rights without the approval of the conflicts committee of our general partner or holders of our common units. This ability may result in lower distributions to holders of our common units in certain situations. Increases in interest rates could adversely impact our unit price and our ability to issue additional equity to make acquisitions, for expansion capital expenditures or for other purposes. We will incur increased costs as a result of being a publicly-traded company. Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our common units. Control of our general partner may be transferred to a third party without unitholder consent. Our general partner has a limited call right that may require you to sell your units at an undesirable time or price. Your liability may not be limited if a court finds that unitholder action constitutes control of our business. Unitholders may have liability to repay distributions that were wrongfully distributed to them. Tax Risks to Common Unitholders Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states. If the Internal Revenue Service, or IRS, were to treat us as a corporation or if we were to become subject to a material amount of entity-level taxation for state tax purposes, then our cash available for distribution to you would be substantially reduced. If the IRS contests the federal income tax positions we take, the market for our common units may be adversely affected, and the cost of any contest will reduce our cash available for distribution to you. You may be required to pay taxes on your share of our income even if you do not receive any cash distributions from us. Tax gain or loss on disposition of our common units could be more or less than expected. Tax-exempt entities and foreign persons face unique tax issues from owning our common units that may result in adverse tax consequences to them.

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1379661--4/2/2007--Targa_Resources_Partners_LP