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").
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:
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. 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.”
