VOTING AGREEMENTVoting Agreement • February 1st, 2013 • TPG Advisors VI, Inc. • Natural gas transmission • Delaware
This VOTING AGREEMENT (this “Agreement”), is dated as of January 29, 2013, by and among Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (“Parent”), Kinder Morgan G.P., Inc., a Delaware corporation and the general partner of Parent (“Parent GP” and, with Parent, the “Parent Parties”) and TPG Copenhagen, L.P. (the “Unitholder”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
COLLATERAL ANNEX to the Prepaid Share Forward Transaction dated August 28, 2009 between Armor TPG Holdings LLC and Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust (“TPG”) (“Counterparty”)Collateral Annex • September 3rd, 2009 • TPG Advisors VI, Inc. • Plastics products, nec
The parties have entered into the above-referenced prepaid share forward transaction (the “Transaction”), as evidenced by a confirmation (the “Transaction Confirmation”). This Annex supplements, forms part of, and is subject to, the ISDA 2002 Master Agreement (the “Agreement”) governing the Transaction, is part of the Agreement’s Schedule and is a Credit Support Document under the Agreement with respect to Counterparty.
Date: August 28, 2009 To: Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust Wilmington, Delaware 10801-1510 Attention: Harry Huge, Managing Trustee From: Armor TPG Holdings LLC c/o TPG Capital, L.P. Fort Worth, TX 76102 Re:...TPG Advisors VI, Inc. • September 3rd, 2009 • Plastics products, nec • New York
The purpose of this letter agreement (this “Confirmation”) is to set forth the terms and conditions of the Share Forward Transaction (the “Transaction”) entered into between Armor TPG Holdings LLC (“TPG”) and Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust (“Counterparty”) on the Trade Date specified below. This Confirmation constitutes a “Confirmation” for the purposes of the Agreement specified below.
SHAREHOLDERS’ AGREEMENT BY AND BETWEEN ARMOR TPG HOLDINGS LLC AND ARMSTRONG WORLD INDUSTRIES, INC. ASBESTOS PERSONAL INJURY SETTLEMENT TRUST DATED AS OF AUGUST 28, 2009Shareholders’ Agreement • September 3rd, 2009 • TPG Advisors VI, Inc. • Plastics products, nec • Delaware
THIS SHAREHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of August 28, 2009, is made by and between Armor TPG Holdings LLC, a Delaware limited liability company, (collectively with its Permitted Transferees, “TPG”) and Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust, a Delaware trust (the “Trust” and, together with TPG, each a “Party” and collectively, the “Parties”).
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • July 3rd, 2008 • TPG Advisors VI, Inc. • Savings institution, federally chartered
This joint filing agreement (this “Agreement”) is made and entered into as of this 3rd day of July 2008, by and among TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors IV, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors II, Inc., Tarrant Advisors, Inc., Tarrant Capital Advisors, Inc., TPG Asia Advisors II, Inc., TPG Asia Advisors V, Inc., TPG Olympic Advisors, Inc., David Bonderman and James G. Coulter.
PURCHASE AND SALE AGREEMENT BY AND BETWEEN TPG PARTNERS V, L.P., TPG PARTNERS VI, L.P. AND ARMSTRONG WORLD INDUSTRIES, INC. ASBESTOS PERSONAL INJURY SETTLEMENT TRUST DATED AS OF AUGUST 10, 2009Purchase and Sale Agreement • August 11th, 2009 • TPG Advisors VI, Inc. • Plastics products, nec • Delaware
