0001193125-14-372989 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG TARGA RESOURCES CORP. TARGA RESOURCES PARTNERS LP TARGA RESOURCES GP LLC TRIDENT MLP MERGER SUB, LLC ATLAS ENERGY, L.P. ATLAS PIPELINE PARTNERS, L.P. AND ATLAS PIPELINE PARTNERS GP, LLC DATED AS OF OCTOBER 13,...

Agreement and Plan of Merger • October 16th, 2014 • Atlas Pipeline Partners Lp • Natural gas transmission • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  October 16th, 2014
• Company
  Atlas Pipeline Partners Lp
• Industry
  Natural gas transmission
• Jurisdiction
  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 (“TRGP”), Targa Resources Partners LP, a Delaware limited partnership (“Parent”), Targa Resources GP LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), Trident MLP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub” and, with Parent and Parent GP, the “Parent Entities”), Atlas Energy, L.P., a Delaware limited partnership (“ATLS”), Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Partnership”), and Atlas Pipeline Partners 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 15275

Atlas Pipeline Partners Lp • October 16th, 2014 • Natural gas transmission

• Company
  Atlas Pipeline Partners Lp
• Filed
  October 16th, 2014
• Industry
  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.