THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALLGRASS ENERGY GP, LLC A Delaware Limited Liability Company Dated as of March 11, 2019Limited Liability Company Agreement • March 11th, 2019 • Enagas U.S.A. LLC • Natural gas transmission • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tallgrass Energy GP, LLC (the “Company”), dated as of March 11, 2019, is adopted, executed and agreed to by Prairie GP Acquiror LLC, a Delaware limited liability company, as the sole member of the Company (in such capacity, the “Sole Member”).
STOCK PURCHASE PLANStock Purchase Plan • March 11th, 2019 • Enagas U.S.A. LLC • Natural gas transmission • New York
This Stock Purchase Plan (the “Purchase Plan”) is entered into on March [ ], 2019, by and among Citigroup Global Markets Inc. (“CGMI”), Prairie Secondary Acquiror LP (“PSA”) and Prairie Secondary Acquiror E LP (“PSAE”, and together with PSA, the “Purchasers”) for the purchase of Class A shares (the “Stock”) issued by Tallgrass Energy, LP (the “Issuer”) complying with the provisions of Rule 10b5-1 (“Rule 10b5-1”) and Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934 (the “Exchange Act”) on a “not held” basis.
Equity Commitment LetterEquity Commitment Letter • December 18th, 2019 • Enagas U.S.A. LLC • Natural gas transmission • Delaware
This letter agreement sets forth the commitments and terms of Blackstone Infrastructure Prairie Partners L.P., a Delaware limited partnership (“BIP Co-Invest”), BIP Aggregator (USRPHC) L.P., a Delaware limited partnership, BIP Aggregator Q L.P., a Delaware limited partnership, and Blackstone Infrastructure Partners – V L.P., a Delaware limited partnership (collectively, and including BIP Co-Invest, the “BIP Funds”), Jasmine Ventures Pte. Ltd., a Singapore private limited company (“GIC Investor”), Enagas Holding USA, S.L.U., a Spanish company (“Enagas Spain”), Enagas U.S.A. LLC, a Delaware limited liability company (“Enagas USA”, and together with Enagas Spain, “Enagas Investor”), Prairie Secondary Acquiror LP, a Delaware limited partnership (“Secondary Acquiror”), Prairie Secondary Acquiror E LP, a Delaware limited partnership (“Secondary Acquiror E”), and L5 Investment Holdings LP, a Scottish limited partnership (“USS Investor” and together with each of the BIP Funds, GIC Investor, En
EQUITYHOLDERS AGREEMENT by and among JASMINE VENTURES PTE. LTD., ENAGAS HOLDING USA, S.L.U., ENAGAS U.S.A. LLC, BIP AGGREGATOR Q L.P., BLACKSTONE INFRASTRUCTURE PARTNERS – V L.P., BLACKSTONE INFRASTRUCTURE ASSOCIATES L.P., BIP HOLDINGS MANAGER L.L.C.,...Equityholders Agreement • March 11th, 2019 • Enagas U.S.A. LLC • Natural gas transmission • Delaware
This EQUITYHOLDERS AGREEMENT, dated as of March 11, 2019 (the “Effective Date”), is entered into by and among (i) Jasmine Ventures Pte. Ltd., a Singapore private limited company (“GIC Investor”), (ii) BIP Aggregator Q L.P., a Delaware limited partnership (“BIP Q LP”), (iii) Blackstone Infrastructure Partners – V L.P., a Delaware limited partnership (“BIP V”), (iv) Blackstone Infrastructure Associates L.P., a Delaware limited partnership (“BIP”), (v) Enagas Holding USA, S.L.U, a Spanish limited liability company (“Enagas Spain Investor”), (vi) Enagas U.S.A. LLC, a Delaware limited liability company (“Enagas US Investor” and, together with Enagas Spain Investor, the “Enagas Investor”), (vii) BIP Holdings Manager L.L.C., a Delaware limited liability company (“Aggregator GP”), (viii) BIP Prairie E L.P., a Delaware limited partnership (“Prairie E Investor”), (ix) BIP Prairie E Manager L.L.C., a Delaware limited liability company (“Prairie E Investor GP”), (x) Prairie Non-ECI Aggregator LP,
LIMITED GUARANTYLimited Guaranty • December 18th, 2019 • Enagas U.S.A. LLC • Natural gas transmission • Delaware
This LIMITED GUARANTY is dated as of December 16, 2019 (this “Limited Guaranty”), and is entered into by each of Blackstone Infrastructure Prairie Partners L.P., a Delaware limited partnership, BIP Aggregator (USRPHC) L.P., a Delaware limited partnership, BIP Aggregator Q L.P., a Delaware limited partnership, and Blackstone Infrastructure Partners – V L.P., a Delaware limited partnership (collectively, the “BIP Funds”), Jasmine Ventures Pte. Ltd., a Singapore private limited company (“GIC Investor”), Enagas Holding USA, S.L.U., a Spanish company (“Enagas Spain”), Enagas U.S.A. LLC, a Delaware limited liability company (“Enagas USA”, and together with Enagas Spain, “Enagas Investor”), L5 Investment Holdings LP, a Scottish limited partnership (“USS Investor” and together with each of the BIP Funds, GIC Investor and Enagas Investor, each a “Guarantor” and, collectively, the “Guarantors”), in favor of Tallgrass Energy, LP, a Delaware limited partnership (“TGE”), who is also referred to her
JOINT FILING AGREEMENTJoint Filing Agreement • March 11th, 2019 • Enagas U.S.A. LLC • Natural gas transmission
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
