Tallgrass Energy Partners, LP (NYSE:TEP) Files An 8-K Entry into a Material Definitive Agreement

On June 2, 2017, Tallgrass Energy Partners, LP (the
“Partnership”) entered into a $1,750 million Second Amended and
Restated Credit Agreement with Wells Fargo Bank, National
Association, as administrative agent and collateral agent, and a
syndicate of lenders (the “Amended Credit Agreement”). The
Amended Credit Agreement amends and restates the Partnership’s
existing revolving credit facility.

The Amended Credit Agreement extends the maturity date of the
Partnership’s existing revolving credit facility from May 13, 2018
to June 2, 2022. In addition, the Amended Credit Agreement, among
other things, (i) immediately provides the Partnership more
flexibility by reducing the interest rate and relaxing certain
covenants under the existing revolving credit facility, including
by increasing certain applicable limits and baskets and (ii)
provides that, if and when the Partnership achieves certain
specified credit ratings (including an investment grade rating by
at least one ratings agency), the liens securing the Amended Credit
Agreement will be automatically released, certain restrictive
covenants will be significantly relaxed or cease to apply and the
applicable margin for both base rate and reserve adjusted
Eurodollar rate loans and the commitment fee on the unused
committed amount will be reduced by specified amounts. Thereafter,
if the Partnership were to be downgraded to certain credit ratings,
the Partnership and the subsidiary guarantors would be required to
regrant liens on substantially all of their assets and the
provisions of certain of the restrictive covenants would be
restored.

As of June 2, 2017, the Partnership had borrowed $1,243 million
under the Amended Credit Agreement. The remaining commitments under
the Amended Credit Agreement are available for capital expenditures
and permitted acquisitions, to provide for working capital
requirements and for other general partnership purposes. The
Amended Credit Agreement has an accordion feature that will allow
the Partnership to increase the available revolving borrowings
under the facility by up to an additional $250 million, subject to
the Partnerships receipt of increased or new commitments from
lenders and satisfaction of certain other conditions. In addition,
the Amended Credit Agreement includes a sublimit up to $60 million
for swing line loans and a sublimit up to $75 million for letters
of credit.

The Partnerships obligations under the Amended Credit Agreement, as
well as obligations under certain interest rate protection and
other hedging arrangements, are (i) guaranteed by the Partnership
and each of its existing and subsequently acquired or organized
direct or indirect wholly-owned domestic subsidiaries, subject to
the Partnerships ability to designate certain of its subsidiaries
as Unrestricted Subsidiaries and (ii) secured by a first priority
lien on substantially all of the present and after acquired
property owned by the Partnership and each guarantor (other than
real property interests related to the Partnerships pipelines).

The Amended Credit Agreement contains various covenants and
restrictive provisions that, among other things, limit or restrict
the Partnerships ability (as well as the ability of the
Partnerships restricted subsidiaries) to incur or guarantee
additional debt, incur certain liens on assets, dispose of assets,
make certain distributions, including distributions from available
cash, if a default or event of default under the Amended Credit
Agreement then exists or would result therefrom, change the nature
of the Partnerships business, engage in certain mergers or make
certain investments and acquisitions, enter into non arms-length
transactions with affiliates and designate certain subsidiaries as
Unrestricted Subsidiaries, and also requires maintenance of a
consolidated leverage ratio of not more than 5.00 to 1.00 (which
will be increased to 5.50 to 1.00 for certain measurement periods
following the consummation of certain acquisitions), a consolidated
senior secured leverage ratio of not more than 3.75 to 1.00 and a
consolidated interest coverage ratio of not less than 2.50 to 1.00.

Borrowings under the Amended Credit Agreement will bear interest,
at the Partnerships option, at either (a) a base rate, which will
be a rate equal to the greatest of (i) the prime rate, (ii) the
U.S. federal funds rate plus 0.5% and (iii) a one-month reserve
adjusted Eurodollar rate plus 1.00%, in each case, plus an
applicable margin, or (b) a reserve adjusted Eurodollar rate, plus
an applicable margin. Swing line loans will bear interest at the
base rate, plus an applicable margin. During the quarterly period
ended June 30, 2017, for borrowings bearing interest based on the
base rate, the applicable margin will be 0.75%, and for loans
bearing interest based on the reserve adjusted Eurodollar rate, the
applicable margin will be 1.75%. After that date, the applicable
margin will range from 0.50% to 1.50% for base rate borrowings and
1.50% to 2.50% for reserve adjusted Eurodollar rate borrowings,
based upon the Partnerships total leverage ratio. The unused
portion of the Amended Credit Agreement will be subject to a
commitment fee, which will initially be 0.300%, and after June 30,
2017, will range from 0.250% to 0.500%, based on the Partnerships
total leverage ratio. If and when the Partnership achieves the
specified credit ratings, the applicable margin will range from
0.125% to 1.00% for base rate borrowings and 1.125% to 2.00% for
reserve adjusted Eurodollar rate borrowings, based upon the
Partnerships credit rating.

The Amended Credit Agreement contains certain events of default,
including, but not limited to, the failure to pay any principal,
interest or fees when due, failure to satisfy any covenant,
material inaccuracy of representations or warranties, impairment of
liens or invalidity of guarantees, cross-defaults to other material
debt, insolvency, certain bankruptcy proceedings, change of
control, liquidation, material money judgment, material events
related to the Employee Retirement Income Security Act of 1974 and
certain amendments or modifications to the limited partnership
agreement of the Partnership. Upon the occurrence and during the
continuation of an event of default, the lenders may, among other
things, terminate their

revolving loan commitments, accelerate and declare the outstanding
loans to be immediately due and payable, charge the Partnership
with additional interest in the amount of 2.00% per annum plus the
rate otherwise applicable to such amounts and exercise remedies
against the Partnership and the collateral.

The foregoing summary of the Amended Credit Agreement is not
complete and is qualified in its entirety by reference to the full
text of the Amended Credit Agreement, which is filed as Exhibit 10
to this Current Report on Form 8-K and incorporated in this Item
1.01 by reference.

From time to time, certain of the lenders have provided, or may in
the future provide, various investment banking, commercial banking,
financial advisory, brokerage and other services to the Partnership
and its affiliates for which services they have received, and may
in the future receive, customary fees and expense reimbursement.
The lenders and their affiliates may, from time to time, engage in
transactions with and perform services for the Partnership in the
ordinary course of their business for which they may receive
customary fees and reimbursement of expenses.

The description of the Amended Credit Agreement provided above
under Item 1.01 is incorporated in this Item 2.03 by reference.

On June 5, 2017, the Partnership issued a press release announcing
that it had entered into the Amended Credit Agreement. A copy of
this press release is furnished with this Form 8-K as Exhibit 99.1
and incorporated into this Item 7.01 by reference.

In addition, on June 5, 2017, the Partnership issued a press
release stating that the Partnership, through its subsidiaries
Tallgrass Terminals, LLC and Tallgrass Pony Express Pipeline, LLC,
was announcing an agreement with Saddle Butte Pipeline to develop
the Tallgrass Grasslands Terminal. A copy of this press release is
furnished with this Form 8-K as Exhibit 99.2 and incorporated into
this Item 7.01 by reference.

The information in this Item 7.01 of Form 8-K, including the
accompanying Exhibits 99.1 and 99.2, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”), or otherwise subject to the liability of
such section, nor shall such information be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the
Exchange Act, regardless of the general incorporation language of
such filing, except as shall be expressly set forth by specific
reference in such filing.

(d) Exhibits