EX-10.1


 Exhibit 10.1 

Execution Copy 

AMENDMENT No. 2 TO CREDIT AGREEMENT 

This AMENDMENT No. 2 (this “Second Amendment”), dated November 24, 2015, to the Credit Agreement referred to below
by and among Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Borrower”), the other Loan Parties party hereto (collectively, the “Grantors”), the Lenders party hereto, the Issuing Banks party
hereto, the Swing Line Lenders party hereto, and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) collateral agent (in such capacity, the “Collateral Agent”). 

RECITALS 
 WHEREAS, the
Borrower, the several Lenders parties thereto, the Issuing Banks party thereto, the Swing Line Lenders party thereto and the Administrative Agent and Collateral Agent have entered into that certain Credit Agreement, dated as of May 17, 2013, as
amended by Amendment No. 1 to Credit Agreement, dated as of June 25, 2014, among the Borrower, the several Lenders party thereto, the Issuing Banks party thereto, the Swing Line Lenders party thereto and the Administrative Agent and
Collateral Agent (together with the exhibits and schedules attached thereto, as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”; capitalized terms used but not defined herein
shall have the meanings assigned to them in the Credit Agreement); 
 WHEREAS, the Borrower has requested that the Credit Agreement be
amended so as to, among other things, (i) increase the Revolving Credit Commitments from $850,000,000 to $1,100,000,000, and (ii) provide for a $400,000,000 committed accordion to be exercisable, in whole or in part, at the option of the
Borrower on the terms and conditions contained herein; 
 WHEREAS, the Lenders party hereto, the Issuing Banks party hereto, the Swing Line
Lenders party hereto, the Administrative Agent and the Collateral Agent are willing, on the terms and subject to the conditions set forth below, to consent to the amendment of the Credit Agreement as provided herein; and 

WHEREAS, pursuant to that certain letter agreement dated as of November 18, 2015 by and among the Borrower and Wells Fargo Securities,
LLC and Barclays Bank PLC, as joint lead arrangers (collectively, the “Arrangers”), the Borrower has retained the Arrangers to act as Joint Bookrunners and Joint Lead Arrangers in connection with this Second Amendment (the
“Engagement Letter”). 
 NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 






 ARTICLE I 

DEFINITIONS 
 SECTION 1.1
Certain Definitions. Capitalized terms used (including in the preamble and recitals hereto) but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. As used in this Second Amendment: 

“Administrative Agent” is defined in the preamble hereto. 

“Arrangers” is defined in the preamble hereto. 

“Assignee Lender” is defined in Section 3.2. 

“Assignor Lender” is defined in Section 3.2. 

“Borrower” is defined in the preamble hereto. 

“Collateral Agent” is defined in the preamble hereto. 

“Credit Agreement” is defined in the first recital hereto. 

“Engagement Letter” is defined in the fourth recital hereto. 

“New Lender” is defined in Section 3.4. 

“Second Amendment” is defined in the preamble hereto. 

“Second Amendment Effective Date” shall mean the date on which the conditions set forth in Article IV of this Second
Amendment are satisfied or waived. 
 ARTICLE II 

AMENDMENTS TO LOAN DOCUMENTS 

Effective as of the Second Amendment Effective Date, the Credit Agreement is hereby amended as follows: 

SECTION 2.1 Schedule 2.01. Schedule 2.01 to the Credit Agreement is deleted in its entirety and replaced with Schedule 2.01 attached
hereto. 
 SECTION 2.2 Amendments to Defined Terms. The following defined terms in Section 1.01 of the Credit Agreement are
amended and restated in their entirety as follows: 
 “Amended Engagement Letter” shall mean the Engagement Letter
dated November 18, 2015 between the Borrower and the Arrangers, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time. 

  
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 “Commitment” shall mean, with respect to any Lender, such Lender’s
Revolving Credit Commitment, Swing Line Commitment or Incremental Loan Commitment. For the avoidance of doubt, a Committed Increase Commitment is not a Commitment until such commitment is exercised by the Borrower in accordance with
Section 2.26. 
 “Incremental Loan Amount” shall mean $400,000,000. 

“Revolving Credit Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving
Loans hereunder (and to acquire participations in Letters of Credit as provided for herein) as set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed its Revolving Credit Commitment or in any
Incremental Loan Assumption Agreement, as applicable, as the same may be (a) increased by the Incremental Loan Commitment of such Lender, if any, (b) increased by the Committed Increase Commitment of such Lender, if any, pursuant to
Section 2.26, (c) reduced from time to time pursuant to Section 2.09, and (d) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. For the
avoidance of doubt, a Committed Increase Commitment is not a Revolving Credit Commitment until such commitment is exercised by the Borrower in accordance with Section 2.26. 

“Total Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the Revolving Credit Commitments,
as in effect at such time. The Total Revolving Credit Commitment as of the Second Amendment Effective Date is $1,100,000,000. 
 SECTION 2.3
New Defined Terms. Section 1.01 of the Credit Agreement is amended by adding the following definitions in the appropriate alphabetical order: 

“Committed Increase Commitment” shall have the meaning assigned to such term in Section 2.26(a). 

“Committed Increase Date” shall have the meaning assigned to such term in Section 2.26(a). 

“Committed Increase Expiration Date” shall mean May 24, 2016. 

“Second Amendment” shall mean that certain Amendment No. 2 dated as of November 24, 2015 by and among the
Borrower, the other Loan Parties party thereto, the Lenders party thereto, the Issuing Banks party thereto, the Swing Line Lenders party thereto and Barclays Bank, PLC, as Administrative Agent and Collateral Agent. 

“Second Amendment Effective Date” shall have the meaning assigned to the term “Second Amendment Effective
Date” in Section 1.1 of the Second Amendment. 
 SECTION 2.4 Amendment to Article II. Article II of the Credit Agreement is
amended by adding the following new Section 2.26 at the end thereof: 
 SECTION 2.26 Committed Increase
Commitments. (a) On or prior to the Committed Increase Expiration Date, at the option of the Borrower (but subject to the 

  
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conditions set forth in Section 2.26(c)), the Revolving Credit Commitment of each Lender shall, by written notice from the Borrower to the Administrative Agent, be increased by an
amount up to the amount set forth on Schedule 2.01 (the “Committed Increase Commitment”), or in the Assignment and Acceptance pursuant to which such Lender assumed its Committed Increase Commitment, as the same be
reduced pursuant to Section 2.26(d). Such notice shall set forth (i) the aggregate amount of the Committed Increase Commitments being exercised by the Borrower and each Lender’s pro rata share of such amount and (ii) the
date on which such Committed Increase Commitments are requested to become effective (which shall not be less than three Business Days nor more than 60 days after the date of such notice (or such other number of days as the Administrative Agent may
agree to), such requested date or such later date on which the conditions in Section 2.26(c) are satisfied, the “Committed Increase Date”). 

(b) On the Committed Increase Date, all of the Committed Increase Commitments (or the portion thereof exercised by the
Borrower) shall be deemed an increase to the Revolving Credit Commitments and all Loans made pursuant to the Committed Increase Commitments shall be identical to all Revolving Loans, other than in respect of any arrangement, commitment or upfront
fees payable to the Lenders and the Arrangers in connection therewith pursuant to Section 2.26(c)(iii). The Administrative Agent shall promptly notify each Lender as to the Committed Increase Date and the amount of the Committed Increase
Commitments exercised by the Borrower. Each of the parties hereto hereby agrees that, on the Committed Increase Date, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the increase in the Revolving
Credit Commitments of the Lenders, and the Administrative Agent and the Borrower may revise this Agreement to evidence such amendments. 

(c) Notwithstanding the foregoing, no exercise by the Borrower of the Committed Increase Commitments shall become effective
under this Section 2.26 unless on the Committed Increase Date: 
 (i) the conditions set forth in Sections
4.01(b) and 4.01(c) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower; 

(ii) the Borrower would be in Financial Covenant Compliance; 

(iii) the Administrative Agent, the Arrangers and each applicable Lender shall have received all fees and expenses owed in
respect of the Committed Increase Commitments being exercised pursuant to the terms of the Amended Engagement Letter; and 

(iv) on or before the Committed Increase Date, Pony Express HoldCo shall acquire in a Permitted Drop-Down Acquisition an
additional Equity Interest in Pony Express representing at least 10% of the total membership units in Pony Express. 
 (d) If
the Borrower issues any senior notes that constitute Permitted Junior Debt prior to the first to occur of the Committed Increase Date and the Committed Increase Expiration Date, the total amount of the Committed Increase Commitments of the Lenders
shall be reduced by the principal amount of such senior notes, which reductions will be applied pro rata to each Lender’s Committed Increase Commitment. 

  
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 (e) There shall be no more than one Committed Increase Date, and following the
increase to the Revolving Credit Commitments on such date as contemplated by Section 2.26(b), any unexercised Committed Increase Commitments shall automatically and permanently terminate. 

(f) On the Committed Increase Date, the amount of all outstanding Revolving Loans and participations in Letters
of Credit and Swing Line Loans shall be reallocated among the Lenders in accordance with their respective Revolving Credit Commitments (to the extent increased by the Committed Increase Commitments), and to effect such reallocations, each Lender
whose Revolving Credit Commitment is increased upon the effectiveness of the Committed Increase Commitments (each an “Assignee Lender”) shall be deemed to have purchased from each of the Lenders whose Revolving Credit
Commitments are not increased (each an “Assignor Lender”), at the principal amount thereof, such interests in outstanding Revolving Loans and participations in Letters of Credit and Swing Line Loans outstanding on such
Committed Increase Date that will result in, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit and Swing Line Loans being held ratably by the Lenders in accordance with their
respective Revolving Credit Commitments (after giving effect to any increases pursuant to the Committed Increase Commitment). Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and
Acceptances without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and
Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations
and assignments. 
 SECTION 2.5 Amendment to Article III. Each of Sections 3.01, 3.07, 3.08, 3.16, 3.17, 3.18, 3.20,
3.21, 3.24 and 3.25 of the Credit Agreement is amended by replacing the references to “the Closing Date” appearing therein with “the Second Amendment Effective Date”. Schedules 3.01, 3.08, 3.17, 3.18, 3.19(a), 3.19(c), 3.20(a),
3.20(b) and 3.24 are deleted in their entirety and replaced with the corresponding schedules in Exhibit A attached hereto. 
 SECTION 2.6
Amendment to Section 6.05. Section 6.05(b) of the Credit Agreement is amended by (a) inserting “and” appearing at the end of clause (ix) thereof, (b) deleting “; and” appearing at the end of clause
(x) thereof and replacing it with “.” and (c) deleting clause (xi) thereof in its entirety. 
 SECTION 2.7
Amendment to Section 9.04. Section 9.04(b)(iii) of the Credit Agreement is amended and restated in its entirety as follows: 

(iii) an assignment of the entire remaining amount of a Lender’s Commitment shall include the entire amount of such Lender’s
Committed Increase Commitment and each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Commitment and/or Loans assigned
and shall include an assignment of a ratable proportionate part of the assigning Lender’s Committed Increase Commitment; 

  
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 SECTION 2.8 Amendments to Section 9.08. 

(a) Section 9.08(b)(ii) of the Credit Agreement is amended and restated in its entirety as follows: 

(ii) increase or extend the Commitment or Committed Increase Commitment or decrease the amount of or extend the date for payment of any Fees or
fees of any Lender without the prior written consent of such Lender, 
 (b) The second proviso to Section 9.08(b) of the Credit
Agreement is amended and restated in its entirety as follows: 
 provided, however, that, notwithstanding anything to the
contrary herein, no Defaulting Lender shall have any right to consent to any such amendment, modification or waiver, other than any such amendment, modification or waiver which affects the rights or obligations of a Defaulting Lender differently
than the rights or obligations of the other Lenders or increases or extends the Commitment or Committed Increase Commitment of, or forgives or decreases the principal amount of, or extends the maturity of any scheduled principal payment date or date
for the payment of any interest on any Loan of, such Defaulting Lender; 
 SECTION 2.9 Amendment to Guarantee and Collateral
Agreement. Each of the schedules to the Guarantee and Collateral Agreement is deleted in its entirety and replaced with the corresponding schedule in Exhibit B attached hereto. 

ARTICLE III 
 NEW LENDERS 

SECTION 3.1 Revolving Credit Commitments. The Administrative Agent, the Borrower and each Lender (including each New Lender) agree on
the Second Amendment Effective Date, the amounts of such Lender’s Revolving Credit Commitment and Committed Increase Commitment are as set forth on Schedule 2.01 annexed hereto, on the terms and subject to the conditions set forth
herein. 
 SECTION 3.2 Reallocations. Simultaneously with the effectiveness of this Second Amendment, the Revolving Credit Commitment
of each of the Lenders and the amount of all outstanding Revolving Loans and participations in Letters of Credit and Swing Line Loans shall be reallocated among the Lenders in accordance with their respective Revolving Credit Commitments, and to
effect such reallocations, each Lender (including each New Lender) whose Revolving Credit Commitment upon the effectiveness of this Second Amendment exceeds its Revolving Credit Commitment immediately prior to the effectiveness of this Second
Amendment (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Revolving Credit Commitments of the Lenders whose Revolving Credit Commitments are less than
their respective Revolving Credit 

  
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Commitment immediately prior to the effectiveness of this Second Amendment (each an “Assignor Lender”), so that the Revolving Credit Commitments of each Lender will be as set forth on
Schedule 2.01 attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Acceptances without the payment of any related assignment fee, and, except for replacement
Revolving Loan Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amount of their respective Revolving Credit Commitments (after giving effect to this Second Amendment), no other documents or instruments shall be, or
shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the
Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such reallocations and assignments. 

SECTION 3.3 New Lender Acknowledgements. Each Lender that is initially becoming a Lender pursuant to this Second Amendment (each a
“New Lender”) (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter into this Second Amendment; (ii) agrees that it will, independently and without reliance upon the Arrangers, the Administrative Agent or any other Lender or Agent and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent and
the Collateral Agent to take such action as agents on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent by the terms thereof, together
with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. 

SECTION 3.4 Address for Notices. For purposes of the Credit Agreement, the initial notice address of each New Lender shall be as set
forth below its signature below. 
 SECTION 3.5 Interest; Breakage; Prepayments. 

(a) The Borrower hereby agrees that it shall pay to the Revolving Credit Lenders on the Second Amendment Effective Date accrued and unpaid
interest to and including the Second Amendment Effective Date, on the outstanding amount of Revolving Loans; 
 (b) Each Revolving Lender
hereby waives any right to receive any payments under Section 2.15 of the Credit Agreement as a result of the payment of any existing Revolving Loans pursuant to this Amendment; and 

(c) It is understood and agreed that the Borrower, in coordination with the Administrative Agent, may elect on or prior to the Second
Amendment Effective Date that after giving effect to the reallocations provided for in Section 3.2, the existing Eurodollar Loans outstanding on the Second Amendment Effective Date with the Interest Periods provided in the following table shall
continue to remain outstanding in the same aggregate dollar amount and with the same ending date for each Interest Period. 

  
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		 	Last Day of Interest Period
		
		 	November 30, 2015
		
		 	December 9, 2015
		
		 	December 21, 2015

 ARTICLE IV 

CONDITIONS TO EFFECTIVENESS 
 The
effectiveness of this Second Amendment (including the amendments contained in Article II) are subject to the satisfaction (or waiver) of the following conditions: 

SECTION 4.1 This Second Amendment shall have been duly executed by the Borrower, the Administrative Agent, the Collateral Agent, the Swing
Line Lenders, the Lenders, the Issuing Banks and the other Loan Parties, and delivered to the Arrangers; 
 SECTION 4.2 The Arrangers shall
have received, to the extent invoiced, reimbursement or payment by the Borrower of all reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel for the Arrangers) incurred by the Arrangers in connection with this Second
Amendment; 
 SECTION 4.3 The Arrangers shall have received all fees due and payable under the Engagement Letter; 

SECTION 4.4 The Arrangers shall have received, on behalf of the Administrative Agent, the Collateral Agent and the Lenders, the favorable
written opinion of Stinson Leonard Street LLP, counsel for the Borrower, in form and substance satisfactory to the Arrangers, (A) dated the Second Amendment Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent
and the Lenders, and (C) covering such matters relating to this Second Amendment and the transactions contemplated hereby as the Arrangers shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions; 

SECTION 4.5 The Arrangers shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in
Sections 4.7 and 4.8 of this Article IV and as to Financial Covenant Compliance; 
 SECTION 4.6 The Arrangers shall
have received with respect to the Borrower and each other Loan Party (i) certificates of good standing as of a recent date issued by the appropriate Governmental Authority of the state or jurisdiction of its incorporation or organization, where
applicable; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Second Amendment Effective Date and certifying (A) that attached thereto 

  
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is a true and complete copy of the Organizational Documents of such Loan Party or that there have been no changes to the Organizational Documents of such Loan Party from those most recently
delivered to the Administrative Agent in connection with the Credit Agreement and that such documents remain in full force and effect, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors
or other governing body of such Loan Party (and, if applicable, any parent company of such Loan Party) authorizing the execution, delivery and performance of this Second Amendment and any related Loan Documents and the borrowings hereunder and
thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered
in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above;

 SECTION 4.7 No Default or Event of Default has occurred and is continuing under the Credit Agreement both before and immediately after
giving effect to the transactions contemplated hereby; 
 SECTION 4.8 The representations and warranties of the Borrower set forth in
Article V of this Second Amendment are true and correct; 
 SECTION 4.9 The Borrower shall have paid all accrued and unpaid
interest on the aggregate principal amount of the Revolving Loans and all amounts due under Section 3.5 hereunder; 
 SECTION
4.10 The Borrower shall have provided, at least three Business Days prior to the Second Amendment Effective Date, the documentation and other information to the Arrangers, the Administrative Agent and the New Lenders that are required by regulatory
authorities under the applicable “know-your-customer” rules and regulations and anti-money laundering rules and regulations, including the Patriot Act and that have been reasonably requested by the New Lenders at least five Business Days
prior to the Second Amendment Effective Date; and 
 SECTION 4.11 If any New Lender requests that Loans made by it under the Credit
Agreement, as amended, be evidenced by a promissory note, the Borrower shall execute and deliver to such New Lender a promissory note payable to such New Lender and its registered assigns and in a form and substance reasonably acceptable to the
Administrative Agent and the Borrower. 

  
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 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

To induce the other parties hereto to enter into this Second Amendment, the Borrower represents and warrants to each of the Lenders, each
Issuing Bank, the Arrangers and the Administrative Agent that, as of the Second Amendment Effective Date and after giving effect to the transactions and amendments to occur on the Second Amendment Effective Date: 

(a) This Second Amendment has been duly authorized, executed and delivered by each of the Loan Parties party hereto and constitutes, and the
Credit Agreement (after giving effect to this Second Amendment, will (as to the Borrower) constitute, its legal, valid and binding obligation, enforceable against each of the Loan Parties party hereto or thereto in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally, and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law; 
 (b) The representations and warranties of the Borrower set forth in the Credit
Agreement and the other Loan Documents are true and correct on and as of the Second Amendment Effective Date (after giving effect to this Second Amendment), except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of such earlier date; 
 (c) After giving effect to this Second Amendment and
the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing on the Second Amendment Effective Date; and 

(d) Immediately prior to and immediately after the consummation of the transactions contemplated under this Second Amendment on the Second
Amendment Effective Date, after taking into account all applicable rights of indemnity and contribution, the Borrower and its subsidiaries on a consolidated basis, are Solvent. 

ARTICLE VI 
 EFFECTS ON LOAN
DOCUMENTS 
 Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed. The execution, delivery and effectiveness of this Second Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute
a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. The Borrower and the other Loan Parties acknowledge and
agree that, on and after the Second Amendment Effective Date, this Second Amendment and each of the other Loan Documents to be executed and delivered by a Loan Party in connection herewith shall constitute a Loan Document for all purposes of the
Credit Agreement. On and after the Second Amendment Effective Date, unless the context shall otherwise require, each reference in the Credit Agreement or any other Loan Document to “Lenders” or “Revolving Credit Lenders” shall be
deemed to include the New Lenders. On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import
referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to
the Credit Agreement as amended by this Second Amendment, and this Second Amendment and the Credit Agreement shall be read together and construed as a single instrument. Nothing herein shall be deemed to entitle the Borrower to a further consent to,
or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. 

  
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 ARTICLE VII 

MISCELLANEOUS 
 SECTION 7.1
Expenses. The Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Arrangers in connection with this Second Amendment and any other documents prepared in connection herewith, in each case to the extent
required by Section 9.05 of the Credit Agreement. The Borrower hereby confirms that the indemnification provisions set forth in Section 9.05 of the Credit Agreement shall apply to this Second Amendment and such losses,
claims, damages, liabilities, costs and expenses (as more fully set forth therein as applicable) which may arise herefrom or in connection herewith. 

SECTION 7.2 Amendments; Execution in Counterparts; Severability. 

(a) This Second Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower, the
Administrative Agent, the Lenders party hereto and the other Loan Parties; and 
 (b) In the event any one or more of the provisions
contained in this Second Amendment should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired
thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 7.3 Reaffirmation; Mortgage Modification Requirements. 

(a) Each of the Loan Parties party to the Guarantee and Collateral Agreement and the other Loan Documents, in each case as amended,
supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that the New Lenders are Lenders, and that all of its obligations under the Guarantee and Collateral Agreement and the other Loan Documents to which it is
a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties and (B) the guaranties made by it pursuant to
the Guarantee and Collateral Agreement, (iii) acknowledges and agrees that the grants of security interests by and the guaranties of the Loan Parties contained in the Guarantee and Collateral Agreement and the Mortgages are, and shall remain,
in full force and effect after giving effect to the Second Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable
(whether at the stated maturity, by acceleration or otherwise) of principal and interest on the Loans under the Credit Agreement. 
 (b)
Within 90 days of the Second Amendment Effective Date (or such longer period of time acceptable to the Administrative Agent), the Borrower shall satisfy the Mortgage Modification Requirements. 

  
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 SECTION 7.4 Governing Law; Waiver of Jury Trial; Jurisdiction. THIS SECOND AMENDMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SECOND AMENDMENT, THE
CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. The provisions of Section 9.15 of the Credit Agreement are incorporated herein by reference. 

SECTION 7.5 Headings. Section headings in this Second Amendment are included herein for convenience of reference only, are not part of
this Second Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Second Amendment. 

SECTION 7.6 Counterparts. This Second Amendment may be executed by one or more of the parties hereto on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF or other electronic means shall have the same force and effect as manual signatures
delivered in person. 
 [Remainder of page intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first above written. 
  

			
	TALLGRASS ENERGY PARTNERS, LP, as Borrower
	
	By: TALLGRASS MLP GP, LLC, its general partner
		
	By:	 	 /s/ David G. Dehaemers, Jr.

	Name:	 	David G. Dehaemers, Jr.
	Title:	 	President and Chief Executive Officer
	
	TALLGRASS MLP OPERATIONS, LLC, as Grantor
		
	By:	 	 /s/ David G. Dehaemers, Jr.

	Name:	 	David G. Dehaemers, Jr.
	Title:	 	President and Chief Executive Officer
	
	TALLGRASS INTERSTATE GAS TRANSMISSION, LLC, as Grantor
		
	By:	 	 /s/ David G. Dehaemers, Jr.

	Name:	 	David G. Dehaemers, Jr.
	Title:	 	Chief Executive Officer
	
	TALLGRASS MIDSTREAM, LLC, as Grantor
		
	By:	 	 /s/ David G. Dehaemers, Jr.

	Name:	 	David G. Dehaemers, Jr.
	Title:	 	Chief Executive Officer


 [Signature Page to Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 






 
			
	TRAILBLAZER PIPELINE COMPANY LLC, as Grantor
		
	By:	 	 /s/ David G. Dehaemers, Jr.

	Name:	 	David G. Dehaemers, Jr.
	Title:	 	Chief Executive Officer
	
	TALLGRASS ENERGY INVESTMENTS, LLC, as Grantor
		
	By:	 	 /s/ David G. Dehaemers, Jr.

	Name:	 	David G. Dehaemers, Jr.
	Title:	 	Chief Executive Officer
	
	TALLGRASS PXP HOLDINGS, LLC, as Grantor
		
	By:	 	 /s/ David G. Dehaemers, Jr.

	Name:	 	David G. Dehaemers, Jr.
	Title:	 	Chief Executive Officer
	
	TALLGRASS ENERGY FINANCE CORP., as Grantor
		
	By:	 	 /s/ David G. Dehaemers, Jr.

	Name:	 	David G. Dehaemers, Jr.
	Title:	 	President and Chief Executive Officer



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	BARCLAYS BANK PLC
	as Administrative Agent, Collateral Agent, a Lender, a Swing Line Lender and an Issuing Bank
		
	By:	 	 /s/ Marguerite Sutton

	Name:	 	 Marguerite Sutton 

	Title:	 	Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	WELLS FARGO BANK, N.A.
	as a Lender, a Swing Line Lender and an Issuing Bank
		
	By:	 	 /s/ Alan W. Wray

	Name:	 	Alan W. Wray
	Title:	 	Managing Director



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	Bank of America, N.A.
	as a Lender
		
	By:	 	 /s/ Bryan Heller

	Name:	 	Bryan Heller
	Title:	 	Director



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	Citibank, N.A.
	as a Lender
		
	By:	 	 /s/ Eamon Baqui

	Name:	 	Eamon Baqui
	Title:	 	Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	Deutsche Bank AG New York Branch
	as a Lender
		
	By:	 	 /s/ Dusan Lazarov

	Name:	 	Dusan Lazarov
	Title:	 	Director
		
	By:	 	 /s/ Peter Cucchiara

	Name:	 	Peter Cucchiara
	Title:	 	Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	GOLDMAN SACHS BRANCH USA
	as a Lender
		
	By:	 	 /s/ Rebecca Kratz

	Name:	 	Rebecca Kratz
	Title:	 	Authorized Signatory



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	ROYAL BANK OF CANADA
	as a Lender
		
	By:	 	 /s/ Evans Swann Jr.

	Name:	 	Evans Swann Jr.
	Title:	 	Authorized Signatory



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	as a Lender
		
	By:	 	 /s/ Nupur Kumar

	Name:	 	Nupur Kumar
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Michael Moreno

	Name:	 	Michael Moreno
	Title:	 	Authorized Signatory








 
			
	MORGAN STANLEY BANK, N.A.
	as a Lender
		
	By:	 	 /s/ Michael King

	Name:	 	Michael King
	Title:	 	Authorized Signatory








 
			
	COMPASS BANK
	as a Lender
		
	By:	 	 /s/ Kathleen J. Bowen

	Name:	 	Kathleen J. Bowen
	Title:	 	Managing Director



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	Toronto Dominion (Texas) LLC
	as a Lender
		
	By:	 	 /s/ Savo Bozic

	Name:	 	Savo Bozic
	Title:	 	Authorized Signatory



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	Capital One, National Association
	as a Lender
		
	By:	 	 /s/ Matthew L. Molero

	Name:	 	Matthew L. Molero
	Title:	 	Sr. Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	REGIONS BANK
	as a Lender
		
	By:	 	 /s/ David Valentine

	Name:	 	David Valentine
	Title:	 	Senior Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	PNC BANK, NATIONAL ASSOCIATION
	as a Lender
		
	By:	 	 /s/ Jonathan Luchansky

	Name:	 	Jonathan Luchansky
	Title:	 	Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	U.S. Bank National Association
	as a Lender
		
	By:	 	 /s/ Todd S. Anderson

	Name:	 	Todd S. Anderson
	Title:	 	Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	BANK OF TOKYO MITSUBISHI UFJ
	as a Lender
		
	By:	 	 /s/ Mark Oberreuter

	Name:	 	Mark Oberreuter
	Title:	 	Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	BNP PARIBAS
	as a Lender
		
	By:	 	 /s/ Matt Worstell

	Name:	 	Matt Worstell
	Title:	 	Director
		
	By:	 	 /s/ Robert J. Smith

	Name:	 	Robert J. Smith
	Title:	 	Director



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	THE BANK OF NOVA SCOTIA
	as a Lender
		
	By:	 	 /s/ Mark Sparrow

	Name:	 	Mark Sparrow
	Title:	 	Director



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
	as a Lender
		
	By:	 	 /s/ Dixon Schultz

	Name:	 	Dixon Schultz
	Title:	 	Managing Director
		
	By:	 	 /s/ Michael Willis

	Name:	 	Michael Willis
	Title:	 	Managing Director



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	ING CAPITAL LLC
	as a Lender
		
	By:	 	 /s/ Subha Pasumarti

	Name:	 	Subha Pasumarti
	Title:	 	Managing Director
		
	By:	 	 /s/ Cheryl LaBelle

	Name:	 	Cheryl LaBelle
	Title:	 	Managing Director



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	CITIZENS BANK, N.A.
	as a Lender
		
	By:	 	 /s/ Scott Donaldson

	Name:	 	Scott Donaldson
	Title:	 	Senior Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	ABN AMRO CAPITAL USA, LLC
	as a Lender
		
	By:	 	 /s/ Darrell Holley

	Name:	 	Darrell Holley
	Title:	 	Managing Director
		
	By:	 	 /s/ Kaylan Hopson

	Name:	 	Kaylan Hopson
	Title:	 	Senior Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	SANTANDER BANK, N.A.
	as a Lender
		
	By:	 	 /s/ Aidan Lanigan

	Name:	 	Aidan Lanigan
	Title:	 	Senior Vice President
		
	By:	 	 /s/ Puiki Lok

	Name:	 	Puiki Lok
	Title:	 	Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	Cadence Bank, N.A.
	as a Lender
		
	By:	 	 /s/ David Anderson

	Name:	 	David Anderson
	Title:	 	Senior Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	UMB BANK, N.A.
	as a Lender
		
	By:	 	 /s/ Jess M. Adams

	Name:	 	Jess M. Adams
	Title:	 	Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	Amegy Bank National Association
	as a Lender
		
	By:	 	 /s/ Jill McSorley

	Name:	 	Jill McSorley
	Title:	 	Senior Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 
			
	BRANCH BANKING AND TRUST COMPANY
	as a Lender
		
	By:	 	 /s/ Ryan K. Michael

	Name:	 	Ryan K. Michael
	Title:	 	Senior Vice President



  
 [Signature Page to
Tallgrass Energy Partners, LP Credit Agreement – Amendment No. 2] 







 SCHEDULE 2.01 

REVOLVING CREDIT COMMITMENTS 

AND 
 COMMITTED INCREASE
COMMITMENTS 
  

									
	 Name of Lender
	  	Revolving Credit
Commitments	 	  	Committed Increase
Commitments	 
	 Wells Fargo Bank, N.A.
	  	$	57,692,307.69	  	  	$	12,307,692.31	  
	 Barclays Bank PLC
	  	$	57,692,307.69	  	  	$	12,307,692.31	  
	 Bank of America, N.A.
	  	$	57,692,307.69	  	  	$	12,307,692.31	  
	 Citibank, N.A.
	  	$	57,692,307.69	  	  	$	12,307,692.31	  
	 Deutsche Bank AG New York Branch
	  	$	57,692,307.69	  	  	$	12,307,692.31	  
	 Goldman Sachs Bank USA
	  	$	57,692,307.69	  	  	$	12,307,692.31	  
	 Royal Bank of Canada
	  	$	57,692,307.69	  	  	$	12,307,692.31	  
	 Credit Suisse AG, Cayman Islands Branch
	  	$	51,538,461.54	  	  	$	18,461,538.46	  
	 Morgan Stanley Bank, N.A.
	  	$	51,538,461.54	  	  	$	18,461,538.46	  
	 Compass Bank
	  	$	45,769,230.77	  	  	$	9,230,769.23	  
	 Toronto Dominion (Texas) LLC
	  	$	21,153,846.15	  	  	$	33,846,153.85	  
	 Capital One, National Association
	  	$	45,769,230.77	  	  	$	9,230,769.23	  
	 Regions Bank
	  	$	45,769,230.77	  	  	$	9,230,769.23	  
	 PNC Bank, National Association
	  	$	39,615,384.62	  	  	$	15,384,615.38	  
	 U.S. Bank National Association
	  	$	39,615,384.62	  	  	$	15,384,615.38	  
	 Bank of Tokyo Mitsubishi UFJ
	  	$	39,615,384.62	  	  	$	15,384,615.38	  
	 BNP Paribas
	  	$	21,153,846.15	  	  	$	33,846,153.85	  
	 The Bank of Nova Scotia
	  	$	21,153,846.15	  	  	$	33,846,153.85	  
	 Credit Agricole Corporate and Investment Bank
	  	$	50,000,000.00	  	  	$	0.00	  
	 ING Capital LLC
	  	$	50,000,000.00	  	  	$	0.00	  
	 Citizens Bank, N.A.
	  	$	17,307,692.31	  	  	$	27,692,307.69	  
	 ABN AMRO Capital USA LLC
	  	$	35,769,230.77	  	  	$	9,230,769.23	  
	 Santander Bank, N.A.
	  	$	35,769,230.77	  	  	$	9,230,769.23	  
	 Cadence Bank, N.A.
	  	$	31,923,076.92	  	  	$	3,076,923.08	  
	 UMB Bank, N.A.
	  	$	25,769,230.77	  	  	$	9,230,769.23	  
	 Amegy Bank, National Association
	  	$	13,461,538.46	  	  	$	21,538,461.54	  
	 Branch Banking and Trust Company
	  	$	13,461,538.46	  	  	$	21,538,461.54	  
		  	  
	  
	 	  	  
	  
	 
	 Total:
	  	$	1,100,000,000	  	  	$	400,000,000	  
		  	  
	  
	 	  	  
	  
	 


  
 Schedule 2.01 







 Exhibit A 

Updated Credit Agreement Schedules 






 Exhibit B 

Updated Guarantee and Collateral Agreement Schedules