AMENDED & RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TALLGRASS ENERGY PARTNERS, LPLimited Partnership Agreement • May 17th, 2013 • Tallgrass Energy Partners, LP • Natural gas transmission • Delaware
THIS AMENDED & RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TALLGRASS ENERGY PARTNERS, LP dated as of May 17, 2013, is entered into by and between Tallgrass MLP GP, LLC, a Delaware limited liability company, as the General Partner, and Tallgrass Operations, LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
TALLGRASS ENERGY PARTNERS, LP Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2013 • Tallgrass Energy Partners, LP • Natural gas transmission • New York
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALLGRASS MLP GP, LLC A Delaware Limited Liability Company Dated as of May 17, 2013Limited Liability Company Agreement • May 17th, 2013 • Tallgrass Energy Partners, LP • Natural gas transmission • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tallgrass MLP GP, LLC (the “Company”), dated as of May 17, 2013, is adopted, executed and agreed to by Tallgrass GP Holdings, LLC, a Delaware limited liability company, as the sole member of the Company (in such capacity, the “Sole Member”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among TALLGRASS ENERGY PARTNERS, LP, TALLGRASS MLP GP, LLC, TALLGRASS DEVELOPMENT, LP, TALLGRASS DEVELOPMENT GP, LLC, TALLGRASS GP HOLDINGS, LLC, TALLGRASS OPERATIONS, LLC, TALLGRASS INTERSTATE...Contribution, Conveyance and Assumption Agreement • May 17th, 2013 • Tallgrass Energy Partners, LP • Natural gas transmission
This Contribution, Conveyance and Assumption Agreement, dated as of May 17, 2013 (this “Agreement”), is by and among Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Tallgrass MLP GP, LLC, a Delaware limited liability company (the “General Partner”), Tallgrass Development, LP, a Delaware limited partnership (“Tallgrass Development”), Tallgrass Development GP, LLC, a Delaware limited liability company (the “Development GP”), Tallgrass GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), Tallgrass Operations, LLC, a Delaware limited liability company (“TO”), Tallgrass Interstate Gas Transmission, LLC, a Colorado limited liability company, (“TIGT”), Tallgrass Midstream, LLC, a Delaware limited liability company (“TMID”), and Tallgrass MLP Operations, LLC, a Delaware limited liability company (“OLLC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized ter
TALLGRASS MLP GP, LLC LONG-TERM INCENTIVE PLANEquity Participation Unit Agreement • November 2nd, 2017 • Tallgrass Energy Partners, LP • Natural gas transmission • Kansas
This Equity Participation Unit Agreement ("Agreement") between Tallgrass MLP GP, LLC (the "Company") and [________________] (the "Participant"), regarding an award (this "Award") of [_________] Equity Participation Units (as defined in the Tallgrass MLP GP, LLC Long-Term Incentive Plan (the "Plan")) granted to the Participant on August 2, 2017 (the "Grant Date"), such number of Equity Participation Units subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:
AMENDMENT NUMBER ONE TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALLGRASS MLP GP, LLCLimited Liability Company Agreement • June 4th, 2015 • Tallgrass Energy Partners, LP • Natural gas transmission • Delaware
This Amendment Number One (“Amendment”) to the Second Amended and Restated Limited Liability Company Agreement of Tallgrass MLP GP, LLC, a Delaware limited liability company (the “Company”), dated as of May 17, 2013 (the “Agreement”), is hereby made and entered into as of February 19, 2015 (the “Effective Date”). Capitalized terms used but not defined herein are used as defined in the Agreement.
SUPPORT AGREEMENTSupport Agreement • March 27th, 2018 • Tallgrass Energy Partners, LP • Natural gas transmission • Delaware
THIS SUPPORT AGREEMENT, dated as of March 26, 2018 (this “Agreement”), is entered into by and among Tallgrass Energy GP, LP, a Delaware limited partnership (“TEGP”), Tallgrass Equity, LLC, a Delaware limited liability company (“TE”), and Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Partnership”). TEGP, TE and the Partnership are referred to herein individually as a “Party” and collectively as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of March 29, 2016 by and between SEMPRA REX HOLDINGS, LLC, and ROCKIES EXPRESS HOLDINGS, LLCMembership Interest Purchase Agreement • August 3rd, 2016 • Tallgrass Energy Partners, LP • Natural gas transmission • Delaware
This Membership Interest Purchase Agreement (this "Agreement") is made and effective as of March 29, 2016 (the “Effective Date”), by and between Sempra REX Holdings, LLC, a Delaware limited liability company (the "Seller"), and Rockies Express Holdings, LLC, a Delaware limited liability company ("Tallgrass Holdco" and together with any Person executing a joinder to this Agreement on a several basis, "Buyer").
PURCHASE AND SALE AGREEMENT dated as of March 31, 2017 by and between TALLGRASS ENERGY PARTNERS, LP, and ROCKIES EXPRESS HOLDINGS, LLC and for certain limited purposes, TALLGRASS DEVELOPMENT, LPPurchase and Sale Agreement • April 3rd, 2017 • Tallgrass Energy Partners, LP • Natural gas transmission • Delaware
This Purchase and Sale Agreement (this “Agreement”) is made as of March 31, 2017, by and between Rockies Express Holdings, LLC, a Delaware limited liability company (“Tallgrass Holdco”), and Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Partnership”). In addition, Tallgrass Development, LP, a Delaware limited partnership (“Development”), is a party to this Agreement for the limited purposes set forth in Articles III, V and VI.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROCKIES EXPRESS PIPELINE LLCLimited Liability Company Agreement • August 3rd, 2016 • Tallgrass Energy Partners, LP • Natural gas transmission • Delaware
This Amendment No. 1 (this "Amendment") to the Second Amended and Restated Limited Liability Company Agreement of Rockies Express Pipeline LLC, a Delaware limited liability company (the "Company”), is executed and effective this 13th day of November, 2012, among Kinder Morgan W2E Pipeline LLC, a Delaware limited liability company ("Exiting Member"), P&S Project I, LLC, a Delaware limited liability company ("P&S"), COPREX LLC, a Delaware limited liability company ("COPREX"), and Rockies Express Holdings, LLC, a Delaware limited liability company ("New Member").
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROCKIES EXPRESS PIPELINE LLCLimited Liability Company Agreement • August 3rd, 2016 • Tallgrass Energy Partners, LP • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Rockies Express Pipeline LLC (the "Agreement"), is dated to be effective as of January 1, 2010, among Kinder Morgan W2E Pipeline LLC, a Delaware limited liability company ("Kinder Morgan Member"), P&S Project I, LLC, a Delaware limited liability company ("Sempra Member") and COPREX LLC, a Delaware limited liability company ("ConocoPhillips Member" and, together with Kinder Morgan Member and Sempra Member, collectively the "Members"), and is entered into with reference to the following:
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 15th, 2017 • Tallgrass Energy Partners, LP • Natural gas transmission • Kansas
This Second Amended and Restated Employment Agreement (this “Agreement”) is entered into on November 2, 2016, by and among Tallgrass Management, LLC, a Delaware limited liability company (the “Company”), Tallgrass Energy Holdings, LLC, a Delaware limited liability company formerly known as Tallgrass Development GP, LLC (“Holdings”), Tallgrass Equity, LLC, a Delaware limited liability company formerly known as Tallgrass GP Holdings, LLC (“Tallgrass Equity”), Tallgrass MLP GP, LLC, a Delaware limited liability company (“MLP GP”), TEGP Management, LLC, a Delaware limited liability company (“TEGP Management,” and together with Holdings, Tallgrass Equity, and MLP GP, the “Partnership Entities”) and David G. Dehaemers, Jr., an individual (“Dehaemers”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2013 • Tallgrass Energy Partners, LP • Natural gas transmission • Kansas
This Amended and Restated Employment Agreement (this “Agreement”) is entered into on May , 2013, by and among Tallgrass Management, LLC, a Delaware limited liability company (the “Company”), Tallgrass Development GP, LLC, a Delaware limited liability company (“Development GP”), Tallgrass GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), Tallgrass MLP GP, LLC, a Delaware limited liability company (“MLP GP”), and David G. Dehaemers, Jr., an individual (“Dehaemers”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 3rd, 2016 • Tallgrass Energy Partners, LP • Natural gas transmission
This Assignment and Assumption Agreement (this “Agreement”) is made and effective as of May 6, 2016 (the “Effective Date”) by and between Rockies Express Holdings, LLC, a Delaware limited liability company (“Assignor”), and TEP REX Holdings, LLC, a Delaware limited liability company (“Assignee”). Additionally, Tallgrass Development, LP, a Delaware limited partnership (“Development”), is a party to this Agreement for the limited purposes set forth in Article III, Article VI and Article VII.
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TALLGRASS ENERGY PARTNERS, LPAmendment to Agreement of Limited Partnership • December 28th, 2017 • Tallgrass Energy Partners, LP • Natural gas transmission • Delaware
This AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TALLGRASS ENERGY PARTNERS, LP (this “Amendment”), dated as of December 28, 2017, is entered into by Tallgrass MLP GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Partnership”). Capitalized terms used but not defined herein are used as defined in the Amended and Restated Agreement of Limited Partnership of Tallgrass Energy Partners, LP, dated as of May 17, 2013 (the “Partnership Agreement”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROCKIES EXPRESS PIPELINE LLCLimited Liability Company Agreement • August 3rd, 2016 • Tallgrass Energy Partners, LP • Natural gas transmission • Delaware
This Amendment No. 2 (this “Amendment”) to the Second Amended and Restated Limited Liability Company Agreement of Rockies Express Pipeline LLC, a Delaware limited liability company (the “Company”), executed this 5th day of May, 2016 and effective as of the Effective Time (as defined below), among Rockies Express Holdings, LLC, a Delaware limited liability company (“REX Holdings”), Sempra REX Holdings, LLC, a Delaware limited liability company (“Sempra”), and P66REX LLC, a Delaware limited liability company (f/k/a COPREX LLC, a Delaware limited liability company, “P66 Holdco”). REX Holdings, Sempra and P66 Holdco are sometimes referred to herein collectively as the “Parties,” and each, a “Party.”
CONTRIBUTION AND SALE AGREEMENT dated as of April 1, 2014 by and between TALLGRASS ENERGY PARTNERS, LP and TALLGRASS OPERATIONS, LLC and for certain limited purposes, TALLGRASS DEVELOPMENT, LPContribution and Sale Agreement • April 2nd, 2014 • Tallgrass Energy Partners, LP • Natural gas transmission • Delaware
This Contribution and Sale Agreement (this “Agreement”) is made and effective as of April 1, 2014, by and between Tallgrass Operations, LLC, a Delaware limited liability company (“Operations”), and Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Partnership”). In addition, Tallgrass Development, LP, a Delaware limited partnership (“Development”), is a party to this Agreement for the limited purposes set forth in Articles III, VI and VII.
TALLGRASS ENERGY PARTNERS, LP, TALLGRASS ENERGY FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 5.50% SENIOR NOTES DUE 2028 INDENTURE Dated as of September 15, 2017 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • September 15th, 2017 • Tallgrass Energy Partners, LP • Natural gas transmission • New York
THIS INDENTURE dated as of September 15, 2017 is among Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Company”), Tallgrass Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined) party hereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among TALLGRASS ENERGY PARTNERS, LP, TALLGRASS MLP GP, LLC, TALLGRASS DEVELOPMENT, LP, TALLGRASS DEVELOPMENT GP, LLC, TALLGRASS GP HOLDINGS, LLC, TALLGRASS OPERATIONS, LLC, TALLGRASS INTERSTATE...Contribution, Conveyance and Assumption Agreement • April 8th, 2013 • Tallgrass Energy Partners, LP • Natural gas transmission
This Contribution, Conveyance and Assumption Agreement, dated as of , 2013 (this “Agreement”), is by and among Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Tallgrass MLP GP, LLC, a Delaware limited liability company (the “General Partner”), Tallgrass Development, LP, a Delaware limited partnership (“Tallgrass Development”), Tallgrass Development GP, LLC, a Delaware limited liability company (the “Development GP”), Tallgrass GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), Tallgrass Operations, LLC, a Delaware limited liability company (“TO”), Tallgrass Interstate Gas Transmission, LLC, a Colorado limited liability company, (“TIGT”), Tallgrass Midstream, LLC, a Delaware limited liability company (“TMID”), and Tallgrass MLP Operations, LLC, a Delaware limited liability company (“OLLC”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms use
