CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Solicitation Agreement • October 16th, 2014 • Atlas Energy, L.P. • Natural gas transmission • Delaware
This Confidentiality, Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of October 13, 2014, by and among Targa Resources Corp., a Delaware corporation (“TRC”), Targa Resources Partners LP, a Delaware limited partnership (“NGLS”), and Eugene N. Dubay (“Equityholder”). TRC, NGLS and Equityholder are collectively referred to herein as the “Parties” and sometimes each individually as a “Party”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 16th, 2014 • Atlas Energy, L.P. • Natural gas transmission • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 13, 2014, by and between Atlas Energy, L.P., a Delaware limited partnership (“ATLS”), and the individual executing this Agreement on the signature page hereto (the “Stockholder”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG TARGA RESOURCES CORP. TRIDENT GP MERGER SUB LLC, ATLAS ENERGY, L.P. AND ATLAS ENERGY GP, LLC DATED AS OF OCTOBER 13, 2014Agreement and Plan of Merger • October 16th, 2014 • Atlas Energy, L.P. • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 13, 2014 (this “Agreement”), is entered into by and among Targa Resources Corp., a Delaware corporation (“Parent”), Trident GP Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub” and, with Parent, the “Parent Entities”), Atlas Energy, L.P., a Delaware limited partnership (the “Partnership”), and Atlas Energy GP, LLC, a Delaware limited liability company and the general partner of the Partnership (“Partnership GP” and, with the Partnership, the “Partnership Entities”).
Atlas Energy, L.P. Park Place Corporate Center One Pittsburgh, PA 15275Atlas Energy, L.P. • October 16th, 2014 • Natural gas transmission
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Targa Resources Corp. (“TRGP”), Trident GP Merger Sub LLC, Atlas Energy, L.P. (“ATLS”) and Atlas Energy GP, LLC (the “ATLS Merger Agreement”) and that certain Agreement and Plan of Merger, dated as of the date hereof, by and among TRGP, Targa Resources Partners LP, Trident MLP Merger Sub LLC, ATLS, Atlas Pipeline Partners, L.P. (“APL”) and Atlas Pipeline Partners GP, LLC (the “APL Merger Agreement” and, together with the ATLS Merger Agreement, the “Merger Agreements”). Capitalized terms used but not otherwise defined in this letter agreement shall have the meanings given to such terms in the APL Merger Agreement.
