EX-10.4


 Exhibit 10.4 

DISTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT 

(Interest in Tallgrass Energy GP, LP) 

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”). 

RECITALS 
 A.
Assignor owns 100% of the issued and outstanding limited partner interest in the Partnership (the “Subject Interest”).  

B. Following the consummation of the transactions contemplated by this Agreement, the Assignees and TEGP Management, LLC, a Delaware
limited liability company and the general partner of the Partnership (the “General Partner”), intend to enter into a First Amended and Restated Limited Partnership Agreement, which will, among other things, create Class A
shares of the Partnership to be issued in the initial public offering of the Partnership (the “IPO”).  
 C. In
preparation for the IPO, Assignor desires to distribute the Subject Interest pro rata to the Assignees, and each Assignee desires to receive its respective pro rata portion of the Subject Interest and to become a limited partner in the Partnership.

 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows: 
 AGREEMENT 

1. Assignment of the Subject Interest. Assignor hereby grants, bargains, conveys, assigns, transfers, sets over and delivers to each
Assignee the percentage of the Subject Interest in Partnership set forth oppose such Assignee’s name in Exhibit A hereto, and each Assignee hereby accepts its pro rata portion of the Subject Interest. 

2. Limited Partner. In connection with its acceptance of its pro rata portion of the Subject Interest, each Assignee desires and agrees
to become a limited partner in the Partnership and agrees to be bound by the terms and conditions of the Partnership Agreement as a limited partner and assumes all rights and obligations associated therewith. 

3. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors
and assigns. 
 4. Governing Law. This Agreement and the transactions contemplated hereby will be governed by and interpreted in
accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws. 






 5. Further Assurances. The Parties agree to execute all instruments and to take all
actions that are reasonably necessary to effect the transactions contemplated hereby. 
 6. Counterparts. This Agreement may be
signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 

[Signature Page Follows] 






 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

  

			
	ASSIGNOR:
	
	TALLGRASS ENERGY HOLDINGS, LLC
		
	By:		  

			David G. Dehaemers, Jr.
			President and Chief Executive Officer



  
 Signature Page to 

Distribution, Assignment and Assumption Agreement 

(Interest in Tallgrass Energy GP, LP) 







 
			
	ASSIGNEE:
	
	KIA VIII (Rubicon), L.P.
		
	By:		KIA VIII (Rubicon) GP, L.P.,
			its general partner
		
	By:		Kelso GP VIII, LLC,
			its general partner
		
	By:		  

			James J. Connors, II
			Managing Member
	
	ASSIGNEE:
	
	KEP VI AIV (Rubicon), LLC
		
	By:		  

			James J. Connors, II
			Managing Member
	
	ASSIGNEE:
	
	TALLGRASS HOLDINGS LLC
		
	By:		EMG Fund II Management, LP,
			its manager
		
	By:		EMG Fund II Management LLC
			its general partner
		
	By:		  

			John T. Raymond
			Chief Executive Officer



  
 Signature Page to 

Distribution, Assignment and Assumption Agreement 

(Interest in Tallgrass Energy GP, LP) 







 
			
	ASSIGNEE:
	
	TALLGRASS KC, LLC
		
	By:		  

			David G. Dehaemers, Jr.
			Manager
	
	ASSIGNEE:
	
	WYLIE VENTURES, LLC
		
	By:		  

			Forrest E. Wylie
			Sole Member
	
	ASSIGNEE:
	
	HOBBS VENTURES LLC
		
	By:		  

			Charles Scott Hobbs
			Sole Member



  
 Signature Page to 

Distribution, Assignment and Assumption Agreement 

(Interest in Tallgrass Energy GP, LP) 







 Exhibit A 
  


					
	 Name and Address of Assignee
	  	Percentage of
Subject Interest
in Tallgrass Energy
GP, LP Transferred
to
Assignee	 
	 KIA VIII (Rubicon), L.P.

320 Park Avenue, 24th Floor

New York, New York 10022
	  	 	 	% 
		
	 KEP VI AIV (Rubicon), LLC

320 Park Avenue, 24th Floor

New York, New York 10022
	  	 	 	% 
		
	 Tallgrass Holdings LLC

c/o The Energy & Minerals Group

811 Main Street, Suite 4200

Houston, Texas 77002
	  	 	 	% 
		
	 Tallgrass KC, LLC

6640 West 143rd Street, Suite 200

Overland Park, Kansas 66223
	  	 	 	% 
		
	 Wylie Ventures, LLC

c/o Forest E. Wylie

Eight Greenway Plaza, Suite 1025

Houston, TX 77046
	  	 	 	% 
		
	 Hobbs Ventures LLC

c/o C. Scott Hobbs

Energy Capital Advisors LLC

118 N. Tejon St., Suite 211

Colorado Springs, CO 80903
	  	 	 	% 
		  	  
	  
	 
		
	 TOTAL
		 	100	%