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Material Modification to Rights of Security

The information set forth under Item5.03 is incorporated by reference into this Item3.03.

Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October15, 2015, Targa Resources Partners LP (the Partnership) executed the Second Amended and Restated Agreement of Limited Partnership of Targa Resources Partners LP (the Partnership Agreement) for the purpose of defining the preferences, rights, powers and duties of holders of 9.00% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the Preferred Units) in connection with the offering (the Offering) of Preferred Units that closed on October15, 2015. The Partnership Agreement also incorporates, among other things, (i)the duly authorized amendments to the Partnersh ip Agreement previously approved by the board of directors of the general partner of the Partnership (the Board), (ii)revisions to certain tax provisions to further conform these provisions to applicable Treasury Regulations and the manner in which the major accounting firms apply these provisions, and (iii)changes to the Partnership Agreement to reflect the passage of time and to remove provisions that are no longer applicable.

The Preferred Units rank senior to the Partnerships common units, with respect to the payment of distributions and distribution of assets upon liquidation, dissolution and winding up. The Preferred Units have no stated maturity and are not subject to mandatory redemption or any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by the Partnership or converted into its common units in connection with a change of control.

Holders of Preferred Units issued in the Offering will be entitled to receive, when, as and if declared by the Board, out of legally available funds for such purposes, cumulative cash...


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