Common use of Certain Amendments Without Vote Clause in Contracts

Certain Amendments Without Vote. Notwithstanding the foregoing provisions and the other provisions of the LLC Agreement with respect to amendments, the Board of Directors of the Company has reserved the right to make, with the written consent of the Purchaser, and may make, with the written consent of the Purchaser, changes in the Listed Shares and these Purchase Provisions to meet the requirements of applicable securities and other laws and regulations and stock exchange rules and to effect the intent of the LLC Agreement, and also may make other changes which the Board of Directors of the Company determines in its sole discretion will not have a material adverse effect on the rights and privileges of the Listed Shares, in each case without the vote, consent or approval of the holders of any Listed Shares. In addition, notwithstanding the foregoing provisions with respect to amendments, (a) in the case of (i) any merger of the Partnership, whether or not the Partnership is the survivor, that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, and (ii) any recapitalization, reorganization or similar transaction of the Partnership, in each case that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, or (b) if any Person becomes a Controlling Entity in a transaction complying with the requirements of clauses (b)(i) through (b)(iv) of the definition of "Mandatory Purchase Event" in these Purchase Provisions, such amendments as the Board of Directors of the Company deems appropriate in its good faith discretion and are agreed to by the Purchaser may be made in these Purchase Provisions to accommodate, in the case of clause (a), such merger, recapitalization, reorganization, or similar transaction, or, in the case of clause (b), the assumption by such Person of the obligations of the Purchaser under these Purchase Provisions, and any such amendment shall be deemed not to have such a material adverse effect or reduce the time for any notice, and therefore may be made without the vote, consent or approval of the Holders of any of the Listed Shares. ADOPTION BY KINDER MORGAN, INC. KMI, as the Purchaser pursuant to these Xxxxxxxx Xxxxisions, has executed in the place provided below and delivered to the Company a copy of these Purchase Provisions, pursuant to which KMI has, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, adopted and agreed to be subject to and bound by these Purchase Provisions as the Purchaser hereunder. KMI further acknowledges and agrees that these Purchase Provisions and its obligations hereunder are for the benefit of and shall be enforceable by any record holder of Listed Shares. Dated as of July 23, 2002 KINDER MORGAN, INC. By: /s/ XXXXXX XXXXXNGART ------------------------------------- Joseph Listengart Vice Presxxxxx xxx Xxxxxxx Counsel ANNEX C DELEGATION OF CONTROL AGREEMENT

Certain Amendments Without Vote. Notwithstanding the foregoing provisions and the other provisions of the LLC Agreement with respect to amendments, the Board of Directors of the Company has reserved the right to make, with the written consent of the Purchaser, and may make, with the written consent of the Purchaser, changes in the Listed Shares and these Purchase Provisions to meet the requirements of applicable securities and other laws and regulations and stock exchange rules and to effect the intent of the LLC Agreement, and also may make other changes which the Board of Directors of the Company determines in its sole discretion will not have a material adverse effect on the rights and privileges of the Listed Shares, in each case without the vote, consent or approval of the holders of any Listed Shares. In addition, notwithstanding the foregoing provisions with respect to amendments, (a) in the case of (i) any merger of the Partnership, whether or not the Partnership is the survivor, that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, and (ii) any recapitalization, reorganization or similar transaction of the Partnership, in each case that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, or (b) if any Person becomes a Controlling Entity in a transaction complying with the requirements of clauses (b)(i) through (b)(iv) of the definition of "Mandatory Purchase Event" in these Purchase Provisions, such amendments as the Board of Directors of the Company deems appropriate in its good faith discretion and are agreed to by the Purchaser may be made in these Purchase Provisions to accommodate, in the case of clause (a), such merger, recapitalization, reorganization, or similar transaction, or, in the case of clause (b), the assumption by such Person of the obligations of the Purchaser under these Purchase Provisions, and any such amendment shall be deemed not to have such a material adverse effect or reduce the time for any notice, and therefore may be made without the vote, consent or approval of the Holders of any of the Listed Shares. ADOPTION BY KINDER MORGANKINDXX XXXXXX, INCXXC. KMI, as the Purchaser pursuant to these Xxxxxxxx XxxxisionsPurchase Provisions, has executed in the place provided below and delivered to the Company a copy of these Purchase Provisions, pursuant to which KMI has, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, adopted and agreed to be subject to and bound by these Purchase Provisions as the Purchaser hereunder. KMI further acknowledges and agrees that these Purchase Provisions and its obligations hereunder are for the benefit of and shall be enforceable by any record holder of Listed Shares. Dated as of July 23Dated: , 2002 KINDER MORGAN2001 ---------------- KINDXX XXXXXX, INCXXC. By: /s/ XXXXXX XXXXXNGART ------------------------------------- Joseph Listengart Vice Presxxxxx xxx Xxxxxxx Counsel ANNEX C DELEGATION OF CONTROL AGREEMENT----------------------------- Authorized Officer

Certain Amendments Without Vote. Notwithstanding the foregoing provisions and the other provisions of the LLC Agreement with respect to amendments, the Board of Directors of the Company has reserved the right to make, with the written consent of the Purchaser, and may make, with the written consent of the Purchaser, changes in the Listed Shares and these Purchase Provisions to meet the requirements of applicable securities and other laws and regulations and stock exchange rules and to effect the intent of the LLC Agreement, and also may make other changes which the Board of Directors of the Company determines in its sole discretion will not have a material adverse effect on the rights and privileges of the Listed Shares, in each case without the vote, consent or approval of the holders of any Listed Shares. In addition, notwithstanding the foregoing provisions with respect to amendments, (a) in the case of (i) any merger of the Partnership, whether or not the Partnership is the survivor, that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, and (ii) any recapitalization, reorganization or similar transaction of the Partnership, in each case that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, or (b) if any Person becomes a Controlling Entity in a transaction complying with the requirements of clauses (b)(i) through (b)(iv) of the definition of "“Mandatory Purchase Event" ” in these Purchase Provisions, such amendments as the Board of Directors of the Company deems appropriate in its good faith discretion and are agreed to by the Purchaser may be made in these Purchase Provisions to accommodate, in the case of clause (a), such merger, recapitalization, reorganization, or similar transaction, or, in the case of clause (b), the assumption by such Person of the obligations of the Purchaser under these Purchase Provisions, and any such amendment shall be deemed not to have such a material adverse effect or reduce the time for any notice, and therefore may be made without the vote, consent or approval of the Holders of any of the Listed Shares. ADOPTION BY KINDER MORGANXXXXXX XXXXXX, INC. KMI, as the Purchaser pursuant to these Xxxxxxxx XxxxisionsPurchase Provisions, has executed in the place provided below and delivered to the Company a copy of these Purchase Provisions, pursuant to which KMI has, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, adopted and agreed to be subject to and bound by these Purchase Provisions as the Purchaser hereunder. KMI further acknowledges and agrees that these Purchase Provisions and its obligations hereunder are for the benefit of and shall be enforceable by any record holder of Listed Shares. Dated as of July 23, 2002 KINDER MORGANXXXXXX XXXXXX, INC. By: /s/ XXXXXX XXXXXNGART ------------------------------------- Joseph Listengart By:_/s/ Xxxxxx Listengart____________________ Xxxxxx Xxxxxxxxxx Vice Presxxxxx xxx Xxxxxxx Counsel ANNEX C DELEGATION OF CONTROL AGREEMENTPresident and General Counsel

Certain Amendments Without Vote. Notwithstanding the foregoing provisions and the other provisions of the LLC Agreement with respect to amendments, the Board of Directors of the Company has reserved the right to make, with the written consent of the Purchaser, and may make, with the written consent of the Purchaser, changes in the Listed Shares and these Purchase Provisions to meet the requirements of applicable securities and other laws and regulations and regulations, stock exchange rules and to effect the intent of the LLC Agreement, and also may make other changes which the Board of Directors of the Company determines in its sole discretion will not have a material adverse effect on the rights and privileges of the Listed Shares, in each case without the vote, consent or approval of the holders of any Listed Shares. In addition, notwithstanding the foregoing provisions with respect to amendments, (a) in the case of (i) any merger of the Partnership, whether or not the Partnership is the survivor, that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, and (ii) any recapitalization, reorganization or similar transaction of the Partnership, in each case that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, or (b) if any Person becomes a Controlling Entity in a transaction complying with the requirements of clauses (b)(i) through (b)(iv) of the definition of "Mandatory Purchase Event" in these Purchase Provisions, such appropriate amendments as the Board of Directors of the Company deems appropriate in its good faith discretion and are agreed to by the Purchaser may shall be made in these Purchase Provisions to accommodate, in the case of clause (a), accommodate such merger, recapitalization, reorganization, or similar transaction, or, in the case of clause (b), or the assumption by such Person of the obligations of the Purchaser under these Purchase Provisions, and any such amendment shall be deemed not to have such a material adverse effect or reduce the time for any notice, and therefore may be made without the vote, consent or approval of the Holders of any of the Listed Shares. ADOPTION BY KINDER MORGAN, INC. KMI, as the Purchaser pursuant to these Xxxxxxxx Xxxxisions, has executed in the place provided below and delivered to the Company a copy of these Purchase Provisions, pursuant to which KMI has, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, adopted and agreed to be subject to and bound by these Purchase Provisions as the Purchaser hereunder. KMI further acknowledges and agrees that these Purchase Provisions and its obligations hereunder are for the benefit of and shall be enforceable by any record holder of Listed Shares. Dated as of July 23, 2002 KINDER MORGAN, INC. By: /s/ XXXXXX XXXXXNGART ------------------------------------- Joseph Listengart Vice Presxxxxx xxx Xxxxxxx Counsel ANNEX C DELEGATION OF CONTROL AGREEMENT.

Certain Amendments Without Vote. Notwithstanding the foregoing provisions and the other provisions of the LLC Agreement with respect to amendments, the Board of Directors of the Company has reserved the right to make, with the written consent of the Purchaser, and may make, with the written consent of the Purchaser, changes in the Listed Shares and these Purchase Provisions to meet the requirements of applicable securities and other laws and regulations and stock exchange rules and to effect the intent of the LLC Agreement, and also may make other changes which the Board of Directors of the Company determines in its sole discretion will not have a material adverse effect on the rights and privileges of the Listed Shares, in each case without the vote, consent or approval of the holders of any Listed Shares. In addition, notwithstanding the foregoing provisions with respect to amendments, (a) in the case of (i) any merger of the Partnership, whether or not the Partnership is the survivor, that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, and (ii) any recapitalization, reorganization or similar transaction of the Partnership, in each case that is the subject of a unitholder vote and does not constitute a Mandatory Purchase Event, or (b) if any Person becomes a Controlling Entity in a transaction complying with the requirements of clauses (b)(i) through (b)(iv) of the definition of "Mandatory Purchase Event" in these Purchase Provisions, such amendments as the Board of Directors of the Company deems appropriate in its good faith discretion and are agreed to by the Purchaser may be made in these Purchase Provisions to accommodate, in the case of clause (a), such merger, recapitalization, reorganization, or similar transaction, or, in the case of clause (b), the assumption by such Person of the obligations of the Purchaser under these Purchase Provisions, and any such amendment shall be deemed not to have such a material adverse effect or reduce the time for any notice, and therefore may be made without the vote, consent or approval of the Holders of any of the Listed Shares. ADOPTION BY KINDER MORGANKINDXX XXXXXX, INCXXC. KMI, as the Purchaser pursuant to these Xxxxxxxx XxxxisionsPurchase Provisions, has executed in the place provided below and delivered to the Company a copy of these Purchase Provisions, pursuant to which KMI has, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, adopted and agreed to be subject to and bound by these Purchase Provisions as the Purchaser hereunder. KMI further acknowledges and agrees that these Purchase Provisions and its obligations hereunder are for the benefit of and shall be enforceable by any record holder of Listed Shares. Dated as of July 23Dated: , 2002 KINDER MORGAN2001 ---------------- KINDXX XXXXXX, INCXXC. By: /s/ XXXXXX XXXXXNGART ------------------------------------- Joseph Listengart Vice Presxxxxx xxx Xxxxxxx Counsel ----------------------------- Authorized Officer ANNEX C DELEGATION OF CONTROL AGREEMENTAGREEMENT 74 ANNEX C TO EXHIBIT 3.2

Certain Amendments Without Vote. Notwithstanding the foregoing provisions and the other provisions of the LLC Agreement with respect to amendmentsamendments to these Purchase Provisions, the Board of Directors of the Company has reserved the right to make, with the written consent of the Purchaser, and may make, with the written consent of the Purchaser, changes in the Listed Shares and these Purchase Provisions to meet the requirements of applicable securities and other laws and regulations and stock exchange rules Law and to effect the intent of the LLC Agreement, and also may make other changes which the Board of Directors of the Company determines in its sole discretion will not have a material adverse effect on the rights and privileges of the Listed Shares, in each case without the vote, consent or approval of the holders of any Listed Shares. In addition, notwithstanding the foregoing provisions with respect to amendments, (a) in the case of (i) any merger of the Partnership, whether or not the Partnership is the survivor, that is the subject of a unitholder vote of Record Holders of Units and does not constitute a Mandatory Purchase Special Event, and (ii) any recapitalization, reorganization or similar transaction of the Partnership, in each case that is the subject of a unitholder vote of Record Holders of Units and does not constitute a Mandatory Purchase Special Event, or (b) if any Person becomes a Controlling Entity in a transaction complying with the requirements of clauses clause (b)(i) through (b)(ivc)(ii) of the definition of "Mandatory Purchase Special Event" in these Purchase Provisions, such amendments as the Board of Directors of the Company deems appropriate in its good faith discretion and are agreed to by the Purchaser may be made in these Purchase Provisions to accommodate, in the case of clause (a), such merger, recapitalization, reorganization, or similar transaction, or, in the case of clause (b), the assumption by such Person of the obligations of the Purchaser under these Purchase Provisions, and any such amendment shall be deemed not to have such a material adverse effect or reduce the time for any notice, and therefore may be made without the vote, consent or approval of the Record Holders of any of the Listed Shares. ADOPTION BY KINDER MORGAN, ENBRIDGE INC. KMIEnbridge Inc., as the Purchaser pursuant to these Xxxxxxxx XxxxisionsPurchase Provisions, has executed in the place provided below and delivered to the Company a copy of these Purchase Provisions, pursuant to which KMI Enbridge Inc. has, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, adopted and agreed to be subject to and bound by these Purchase Provisions as the Purchaser hereunderhereunder and by Section 9.01(b) of the LLC Agreement. KMI Enbridge Inc. further acknowledges and agrees that these Purchase Provisions Provisions, Section 9.01(b) of the LLC Agreement and its obligations hereunder and thereunder are for the benefit of and shall be enforceable by any record holder of Listed Shares. Dated as of July 23Dated: , 2002 KINDER MORGAN, ENBRIDGE INC. By: /s/ XXXXXX XXXXXNGART ------------------------------------- Joseph Listengart Vice Presxxxxx xxx Xxxxxxx Counsel ANNEX C DELEGATION OF CONTROL AGREEMENT------------------------------------ Authorized Officer