FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TALLGRASS ENERGY GP, LP A Delaware Limited Partnership Dated as ofLimited Partnership Agreement • April 20th, 2015 • Tallgrass Energy GP, LP • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TALLGRASS ENERGY GP, LP dated as of , 2015, is entered into by and between TEGP Management, LLC, a Delaware limited liability company, as the General Partner, the Persons executing a counterpart of this Agreement as Limited Partners and 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:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEGP MANAGEMENT, LLC A Delaware Limited Liability Company Dated as ofLimited Liability Company Agreement • April 20th, 2015 • Tallgrass Energy GP, LP • Natural gas transmission • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TEGP Management, LLC (the “Company”), dated as of , 2015, is adopted, executed and agreed to by Tallgrass Energy Holdings, LLC, a Delaware limited liability company formerly known as Tallgrass Development GP, LLC, as the sole member of the Company (in such capacity, the “Sole Member”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 2015 • Tallgrass Energy GP, LP • Natural gas transmission • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 2015, by and among Tallgrass Energy GP, LP, a limited partnership (the “Company”), and each of the parties listed on Annex A (the “Initial Holders”) (each a “Party” and collectively, the “Parties”).
CREDIT AGREEMENT dated as of April , 2015 among TALLGRASS EQUITY, LLC, as Borrower, THE LENDERS PARTY HERETO and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent BARCLAYS BANK PLC, as Sole Bookrunner and Sole Lead Arranger, BARCLAYS...Credit Agreement • April 20th, 2015 • Tallgrass Energy GP, LP • Natural gas transmission • New York
CREDIT AGREEMENT, dated as of April , 2015 among TALLGRASS EQUITY, LLC, a Delaware limited liability company (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), BARCLAYS BANK PLC (“Barclays”), as administrative agent (in such capacity, including any successor thereto in such capacity, the “Administrative Agent”), and Barclays, as collateral agent (in such capacity, including any successor thereto in such capacity, the “Collateral Agent”) for the Lenders.
TALLGRASS EQUITY UNIT ISSUANCE AGREEMENTEquity Unit Issuance Agreement • April 20th, 2015 • Tallgrass Energy GP, LP • Natural gas transmission • Delaware
This TALLGRASS EQUITY UNIT ISSUANCE AGREEMENT (this “Agreement”) is made as of , 2015 (the “Effective Date”) by and between Tallgrass Equity, LLC, a Delaware limited liability company (the “Company”), and Tallgrass Energy GP, LP, a Delaware limited partnership (“Contributor”).
TALLGRASS EQUITY, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2015Limited Liability Company Agreement • April 20th, 2015 • Tallgrass Energy GP, LP • Natural gas transmission • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tallgrass Equity, LLC (the “Company”), dated and effective as of , 2015 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Company and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to any Member shall include such Member’s Successors in Interest to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement.
DISTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (Interest in Tallgrass Energy GP, LP)Distribution Agreement • April 20th, 2015 • Tallgrass Energy GP, LP • Natural gas transmission • Delaware
This DISTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of , 2015, is entered into by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company (“Assignor”), and each of the members of Assignor listed in Exhibit A hereto (each, an “Assignee”; collectively, the “Assignees”). Assignor and the Assignees may be referred to individually as a “Party” or collectively as the “Parties.” Capitalized terms used herein and not otherwise defined have the meaning given in the Limited Partnership Agreement of Tallgrass Energy GP, LP, a Delaware limited partnership (the “Partnership”), dated as of February 19, 2015 (as may hereafter be amended, supplemented or modified, the “Partnership Agreement”).
OMNIBUS AGREEMENT among TALLGRASS ENERGY HOLDINGS, LLC, TALLGRASS ENERGY GP, LP, TEGP MANAGEMENT, LLC, and TALLGRASS EQUITY, LLCOmnibus Agreement • April 20th, 2015 • Tallgrass Energy GP, LP • Natural gas transmission
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), among Tallgrass Energy Holdings, LLC, a Delaware limited liability company (“Holdings”), Tallgrass Energy GP, LP, a Delaware limited partnership (the “Partnership”), TEGP Management, LLC, a Delaware limited liability company (the “General Partner”) and Tallgrass Equity, LLC, a Delaware limited liability company (“Tallgrass Equity”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
CONVEYANCE AGREEMENT (Common Units of Tallgrass Energy Partners, LP)Conveyance Agreement • April 20th, 2015 • Tallgrass Energy GP, LP • Natural gas transmission • Delaware
This CONVEYANCE AGREEMENT (this “Agreement”), dated as of , 2015, is entered into by and between Tallgrass Operations, LLC, a Delaware limited liability company (“Seller”), and Tallgrass Equity, LLC, a Delaware limited liability company (“Purchaser”). Seller and the Purchaser may be referred to individually as a “Party” or collectively as the “Parties.” Capitalized terms used herein and not otherwise defined have the meaning given in the Amended and Restated Agreement of Limited Partnership of Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Partnership”), dated as of May 17, 2013 (as may hereafter be amended, supplemented or modified, the “Partnership Agreement”).
