REGISTRATION RIGHTS AGREEMENT by and among Columbia Pipeline Group, Inc., Subsidiary Guarantors, listed on the signature pages hereof, and Mitsubishi UFJ Securities (USA), Inc. Scotia Capital (USA) Inc. as representatives of the Initial Purchasers...Registration Rights Agreement • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 22, 2015, by and among Columbia Pipeline Group, Inc., a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto (collectively, the “Guarantors” and each a “Guarantor”), and J.P. Morgan Securities LLC, Mitsubishi UFJ Securities (USA), Inc., and Scotia Capital (USA) Inc., as representatives of the initial purchasers (the “Representatives”) listed on Schedule 1 to the Purchase Agreement (as defined below) (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 2.45% Senior Notes due 2018 (the “Initial 2018 Notes”), the Company’s 3.30% Senior Notes due 2020 (the “Initial 2020 Notes”), the Company’s 4.50% Senior Notes due 2025 (the “Initial 2025 Notes”) and the Company’s 5.80% Senior Notes due 2045 (the “Initial 2045 Notes,” and collectively with the Initial 2018 Notes, the Initial 2020 Notes and the I
REVOLVING CREDIT AGREEMENT among COLUMBIA PIPELINE GROUP, INC., as Borrower, CPG OPCO LP, COLUMBIA ENERGY GROUP, CPG OPCO GP LLC, as Guarantors, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as...Revolving Credit Agreement • February 6th, 2015 • Columbia Pipeline Group, Inc. • New York
REVOLVING CREDIT AGREEMENT, dated as of December 5, 2014 (this “Agreement”), among COLUMBIA PIPELINE GROUP, INC., a Delaware corporation, as Borrower (the “Borrower”), CPG OPCO LP, a Delaware limited partnership (“OpCo”), COLUMBIA ENERGY GROUP, a Delaware corporation (“Columbia”), CPG OPCO GP LLC, a Delaware limited liability company, each as a Guarantor (collectively the “Guarantors”), the Lead Arrangers and other Lenders from time to time party hereto, the Co-Documentation Agents party hereto, CITIBANK, N.A., as Syndication Agent and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
COLUMBIA PIPELINE GROUP, INC. as Issuer and CPG OPCO LP, COLUMBIA ENERGY GROUP, and CPG OPCO GP LLC as Guarantors and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of May 22, 2015 2.45% Senior Notes due 2018 3.30% Senior Notes due 2020...Indenture • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • New York
THIS INDENTURE dated as of May 22, 2015, is among Columbia Pipeline Group, Inc., a Delaware corporation (the “Company”), CPG OpCo LP, a Delaware limited partnership (“OpCo”), Columbia Energy Group, a Delaware corporation (“Columbia”), CPG OpCo GP LLC, a Delaware limited liability company (“OpCo GP”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • Delaware
This EMPLOYEE MATTERS AGREEMENT is made as of , 2015 by and between NiSource Inc., a Delaware corporation (“NiSource”), and Columbia Pipeline Group, Inc., a Delaware corporation (“Columbia”), and, as of the date hereof, a wholly-owned subsidiary of NiSource.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission
This TRANSITION SERVICES AGREEMENT, dated as of , 2015 (this “Agreement”), is by and between NiSource Corporate Services Company, a Delaware corporation (“NiSource Services”), and Columbia Pipeline Group Services Company, a Delaware corporation (“Columbia Services”).
Columbia Pipeline Group, Inc.Restricted Stock Unit Award Agreement • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • Texas
This Restricted Stock Unit Award Agreement (the “Agreement”), is made and entered into as of , by and between Columbia Pipeline Group, Inc., a Delaware corporation (the “Company”), and , a Nonemployee Director of the Company (the “Grantee”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between NISOURCE INC. and COLUMBIA PIPELINE GROUP, INC. Dated as of , 2015Separation and Distribution Agreement • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT is made as of , 2015 by and between NiSource Inc., a Delaware corporation (“NiSource”), and Columbia Pipeline Group, Inc., a Delaware corporation (“Columbia”), and, as of the date hereof, a wholly-owned subsidiary of NiSource.
Delaware Revised Uniform Limited Partnership ActColumbia Pipeline Group, Inc. • November 21st, 2016 • Natural gas transmission
Delaware Code Title 6 § 17-212: A partnership agreement or an agreement of merger or consolidation or a plan of merger may provide that contractual appraisal rights with respect to a partnership interest or another interest in a limited partnership shall be available for any class or group or series of partners or partnership interests in connection with any amendment of a partnership agreement, any merger or consolidation in which the limited partnership is a constituent party to the merger or consolidation, any conversion of the limited partnership to another business form, any transfer to or domestication or continuance in any jurisdiction by the limited partnership, or the sale of all or substantially all of the limited partnership’s assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such appraisal rights.
TAX ALLOCATION AGREEMENT by and between NISOURCE INC. and COLUMBIA PIPELINE GROUP, INC. Dated as of June 30, 2015Tax Allocation Agreement • July 2nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • Delaware
This TAX ALLOCATION AGREEMENT (this “Agreement”) is made as of June 30, 2015, by and between NiSource Inc., a Delaware corporation (“NiSource”), and Columbia Pipeline Group, Inc., a Delaware corporation (“Columbia”), and, as of the date hereof, a wholly-owned subsidiary of NiSource. NiSource and Columbia are referred to herein as “Parties” or each individually as a “Party.”
Columbia Pipeline Group, Inc. Common Stock Underwriting Agreement December 2, 2015Underwriting Agreement • December 7th, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • New York
Columbia Pipeline Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 71,500,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 10,725,000 additional shares (the “Optional Securities”) of common stock, par value $0.01 per share (“Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
Form ofCommercial Paper Dealer AgreementGuaranteed 4(a)(2) ProgramColumbia Pipeline Group, Inc. • October 6th, 2015 • Natural gas transmission • New York
This agreement (the “Agreement”) sets forth the understandings among the Issuer, the Guarantors and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.
AMENDED AND RESTATED COLUMBIA PIPELINE GROUP, INC. SYSTEM MONEY POOL AGREEMENTSystem Money Pool Agreement • November 3rd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • New York
This AMENDED AND RESTATED SYSTEM MONEY POOL AGREEMENT (this “Agreement”) is dated as of July 1, 2015 and is entered into by and among COLUMBIA PIPELINE GROUP, INC., a Delaware corporation (“CPG”) and COLUMBIA PIPELINE GROUP SERVICES COMPANY, a Delaware corporation, as administrative agent (the “Administrative Agent”), and the direct and indirect subsidiaries of CPG listed on Attachment A to this Agreement (each an “Eligible Participant” and, together with CPG, and the Administrative Agent, the “Parties”).
Columbia Pipeline Group, Inc.Restricted Stock Unit Award Agreement • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • Texas
This Restricted Stock Unit Award Agreement (the “Agreement”), is made and entered into as of , 2015, by and between Columbia Pipeline Group, Inc., a Delaware corporation (the “Company”), and , a Nonemployee Director of the Company (the “Grantee”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 17th, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • Delaware
THIS TRADEMARK LICENSE AGREEMENT (“Agreement”) dated as of February 11, 2015 (the “Effective Date”), is made by and between NiSource Corporate Services Company, a Delaware corporation (“Licensor”), and Columbia Pipeline Group Services Company, a Delaware corporation (“Licensee”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 27th, 2017 • Columbia Pipeline Group, Inc. • Natural gas transmission
We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
AGREEMENT AND PLAN OF MERGER among TRANSCANADA PIPELINES LIMITED, TRANSCANADA PIPELINE USA LTD., TAURUS MERGER SUB INC., COLUMBIA PIPELINE GROUP, INC. and, solely for purposes of Section 3.02, Section 5.02, Section 5.09 and Article VIII, TRANSCANADA...Agreement and Plan of Merger • March 18th, 2016 • Columbia Pipeline Group, Inc. • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2016 (this “Agreement”), is entered into by and among TRANSCANADA PIPELINES LIMITED, a Canadian corporation (“Parent”), TRANSCANADA PIPELINE USA LTD., a Nevada corporation and a wholly owned Subsidiary of Parent (“US Parent”), TAURUS MERGER SUB INC., a Delaware corporation and a wholly owned Subsidiary of US Parent (“Merger Sub”), COLUMBIA PIPELINE GROUP, INC., a Delaware corporation (the “Company”), and, solely for purposes of Section 3.02, Section 5.02, Section 5.09 and Article VIII, TRANSCANADA CORPORATION, a Canadian corporation and the direct parent company of Parent (“Ultimate Parent”).
Columbia Pipeline Group, Inc.Restricted Stock Unit Award Agreement • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • Texas
This Restricted Stock Unit Award Agreement (the “Agreement”), is made and entered into as of (the “Date of Grant”), by and between Columbia Pipeline Group, Inc., a Delaware corporation (the “Company”), and , an Employee of the Company (the “Grantee”).
ConfidentialColumbia Pipeline Group, Inc. • May 22nd, 2015 • Natural gas transmission
Columbia Pipeline Group, Inc.Performance Share Award Agreement • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • Texas
This Performance Share Award Agreement (the “Agreement”), is made and entered into as of (the “Date of Grant”), by and between Columbia Pipeline Group, Inc., a Delaware corporation (the “Company”), and , an Employee of the Company (the “Grantee”).
CREDIT AGREEMENT AMONG: COLUMBIA PIPELINE GROUP, INC. (as Borrower) TRANSCANADA PIPELINES LIMITED (as Guarantor) AND THE FINANCIAL INSTITUTIONS SIGNATORY HERETO (as Lenders) WITH JPMORGAN CHASE BANK, N. A. (as Joint Lead Arranger and Sole Bookmanager)...Credit Agreement • January 30th, 2017 • Columbia Pipeline Group, Inc. • Natural gas transmission • London
COLUMBIA PIPELINE GROUP, INC., a corporation incorporated under the laws of the State of Delaware, having its principal office in Houston, Texas
ConfidentialColumbia Pipeline Group, Inc. • May 22nd, 2015 • Natural gas transmission
COLUMBIA PIPELINE GROUP, INC. CHANGE IN CONTROL AND TERMINATION AGREEMENT TO CANCEL AND REPLACE THE NISOURCE CHANGE IN CONTROL AGREEMENTControl and Termination Agreement • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • Indiana
Columbia Pipeline Group, Inc., a Delaware corporation (“Employer”), which as used herein, shall mean Columbia Pipeline Group, Inc. and all of its Affiliates, and Robert C. Skaggs Jr. (“Executive”) hereby enter into a Change in Control and Termination Agreement as of [ ], [Year] (the “Effective Date”), which Agreement is hereinafter set forth (“Agreement”).
COLUMBIA PIPELINE GROUP, INC. FORM OF EC EXECUTIVE CHANGE IN CONTROL AND TERMINATION AGREEMENT TO CANCEL AND REPLACE THE NISOURCE CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • Indiana
Columbia Pipeline Group, Inc., a Delaware corporation (“Employer”), which as used herein, shall mean Columbia Pipeline Group, Inc. and all of its Affiliates, and [Name of EC Executive] (“Executive”) hereby enter into a Change in Control and Termination Agreement as of [Month] , [Year] (the “Effective Date”), which Agreement is hereinafter set forth (“Agreement”).
COLUMBIA PIPELINE GROUP, INC. PHANTOM STOCK UNIT AGREEMENTPhantom Stock Unit Agreement • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • Texas
This Phantom Stock Unit Agreement (the “Agreement”) is entered into as of , 2015 (the “Agreement Date”), by and between Columbia Pipeline Group, Inc., a Delaware corporation (“CPG”) and [Name] (“Executive”).
Columbia Pipeline Group, Inc.Restricted Stock Unit Award Agreement • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission • Texas
This Amended and Restated Director Restricted Stock Unit Award Agreement (the “Agreement”), is made and entered into as of , 2015, by and between Columbia Pipeline Group, Inc., a Delaware corporation (the “Company”), and , a Nonemployee Director of the Company (the “Grantee”).
