CROSS GUARANTEE AGREEMENTCross Guarantee Agreement • April 29th, 2020 • Kinder Morgan, Inc. • Natural gas transmission • New York
This CROSS GUARANTEE AGREEMENT is dated as of November 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Guarantors” and individually, a “Guarantor”), for the benefit of the Guaranteed Parties (as defined below).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • February 8th, 2023 • Kinder Morgan, Inc. • Natural gas transmission • New York
The Applicable Commitment Fee Rate shall be determined by reference to the Performance Level in effect from time to time and any change in the Applicable Commitment Fee Rate shall be effective from the effective date of the change in the applicable Performance Level giving rise thereto.
CROSS GUARANTEE AGREEMENTCross Guarantee Agreement • October 18th, 2024 • Kinder Morgan, Inc. • Natural gas transmission • New York
This CROSS GUARANTEE AGREEMENT is dated as of November 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Guarantors” and individually, a “Guarantor”), for the benefit of the Guaranteed Parties (as defined below).
9.75% SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK OF KINDER MORGAN, INC. DEPOSIT AGREEMENT among KINDER MORGAN, INC., COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE...Deposit Agreement • October 30th, 2015 • Kinder Morgan, Inc. • Natural gas transmission • New York
THIS DEPOSIT AGREEMENT dated as of October 30, 2015 among (i) KINDER MORGAN, INC., a Delaware corporation (the “Corporation”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the “Trust Company”), jointly as Depositary (as hereinafter defined), and (iii) the Record Holders from time to time of the Receipts described in this Agreement.
Kinder Morgan, Inc Underwriting Agreement for Debt SecuritiesUnderwriting Agreement • July 25th, 2024 • Kinder Morgan, Inc. • Natural gas transmission
The underwriters named below, acting through BofA Securities, Inc., BMO Capital Markets Corp., MUFG Securities Americas Inc. and RBC Capital Markets, LLC as representatives (collectively, the “Representatives”), understand that Kinder Morgan, Inc., a Delaware corporation (the “Corporation”), proposes to issue and sell (i) $500,000,000 aggregate principal amount of 5.100% Senior Notes due 2029 (the “2029 Notes”) and (ii) $750,000,000 aggregate principal amount of 5.950% Senior Notes due 2054 (the “2054 Notes,” and together with the 2029 Notes, the “Notes”). The Securities (as defined below) will be issued pursuant to an Indenture dated as of March 1, 2012 (the “Indenture”), by and between the Corporation and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee (the “Trustee”). The Notes will be fully and unconditionally guaranteed on an unsecured basis pursuant to the guarantees (the “Guarantees” and together with the Notes,
ContractSeverance Agreement • May 6th, 2011 • Kinder Morgan, Inc. • Natural gas transmission • Texas
REVOLVING CREDIT AGREEMENT dated as of November 16, 2018 among KINDER MORGAN, INC., as the Borrower, THE LENDERS PARTY HERETO andRevolving Credit Agreement • February 8th, 2019 • Kinder Morgan, Inc. • Natural gas transmission • New York
The Borrower has requested that the Lenders extend credit to the Borrower in the form of Loans (as defined below) in an aggregate principal amount of $4,000,000,000 (the “Transactions”) to be used by Borrower and its subsidiaries for working capital and general corporate purposes, and the Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein.
REVOLVING CREDIT AGREEMENT dated as of September 19, 2014 among KINDER MORGAN, INC., as the Borrower, THE LENDERS PARTY HERETO and BARCLAYS BANK PLC, as the Administrative AgentRevolving Credit Agreement • September 25th, 2014 • Kinder Morgan, Inc. • Natural gas transmission • New York
The Acquisition shall be consummated pursuant to (i) that certain Agreement and Plan of Merger, dated as of August 9, 2014, by and among the Borrower, EPB, El Paso Pipeline GP Company, L.L.C. and E Merger Sub LLC (the “EPB Merger Agreement”) pursuant to which EPB shall be the surviving entity and a wholly-owned subsidiary of the Borrower, (ii) that certain Agreement and Plan of Merger, dated as of August 9, 2014, by and among the Borrower, KMR, KMP, Kinder Morgan G.P., Inc. and P Merger Sub LLC (the “KMP Merger Agreement”) pursuant to which KMP shall be the surviving entity and a wholly-owned subsidiary of the Borrower, and (iii) that certain Agreement and Plan of Merger, dated as of August 9, 2014, by and among the Borrower, KMR, and R Merger Sub LLC (the “KMR Merger Agreement” and, together with the EPB Merger Agreement and the KMP Merger Agreement, the “Merger Agreements”) pursuant to which KMR shall be the surviving entity and a wholly-owned subsidiary of the Borrower.
AGREEMENT AND PLAN OF MERGER Dated as of August 9, 2014 by and among KINDER MORGAN ENERGY PARTNERS, L.P., KINDER MORGAN G.P., INC., KINDER MORGAN MANAGEMENT, LLC, KINDER MORGAN, INC., and P MERGER SUB, LLCMerger Agreement • August 12th, 2014 • Kinder Morgan, Inc. • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2014 (this “Agreement”), is by and among Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Kinder Morgan G.P., Inc., a Delaware corporation and the general partner of the Partnership (“Partnership GP”), Kinder Morgan Management, LLC, a Delaware limited liability company and the delegate of the Partnership GP (“Partnership GP Delegate”), Kinder Morgan, Inc., a Delaware corporation (“Parent”), and P Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub”). Certain terms used in this Agreement are defined in Section 8.11.
CREDIT AGREEMENT between KINDER MORGAN COCHIN ULC as Principal Borrower and TRANS MOUNTAIN PIPELINE ULC as NEB Reserve Borrower and THE PERSONS PARTY HERETO FROM TIME TO TIME IN THEIR CAPACITIES AS LENDERS and ROYAL BANK OF CANADA as Administrative...Credit Agreement • August 25th, 2017 • Kinder Morgan, Inc. • Natural gas transmission • Alberta
WHEREAS the Borrowers have requested that the Lenders provide the Credit Facilities to the Borrowers in order to, among other things, partially fund the development and construction of the Project and to provide funding and letters of credit for working capital and other general corporate purposes;
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2012 • Kinder Morgan, Inc. • Natural gas transmission
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of Kinder Morgan, Inc., a Delaware Corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
Kinder Morgan, Inc. Underwriting Agreement for Equity SecuritiesUnderwriting Agreement • October 18th, 2012 • Kinder Morgan, Inc. • Natural gas transmission • New York
Barclays Capital Inc. (the “Underwriter”) understands that the selling stockholders named in Schedule II (collectively, the “Selling Stockholders”), propose to sell, severally and not jointly, an aggregate of 69,296,921 shares of Class P common stock, par value $0.01 per share (the “Purchased Securities”) of Kinder Morgan, Inc., a Delaware corporation (the “Corporation”), registered on Registration Statement No. 333-179812.
WARRANT AGREEMENT Dated as of May 25, 2012 among KINDER MORGAN, INC., COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent Warrants for Common StockWarrant Agreement • May 30th, 2012 • Kinder Morgan, Inc. • Natural gas transmission • Delaware
WARRANT AGREEMENT (this “Agreement”), dated as of May 25, 2012, among Kinder Morgan, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (collectively, the “Warrant Agent” or individually, “Computershare” and the “Trust Company,” respectively).
AGREEMENT AND PLAN OF MERGER Dated as of August 9, 2014 by and among KINDER MORGAN MANAGEMENT, LLC, KINDER MORGAN, INC., and R MERGER SUB LLCMerger Agreement • August 12th, 2014 • Kinder Morgan, Inc. • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2014 (this “Agreement”), is by and among Kinder Morgan Management, LLC, a Delaware limited liability company (the “Company”), Kinder Morgan, Inc., a Delaware corporation (“Parent”), and R Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub”). Certain terms used in this Agreement are defined in Section 8.11.
Delaware Revised Uniform Limited Partnership ActPartnership Agreement • August 27th, 2014 • Kinder Morgan, Inc. • Natural gas transmission
Delaware Code Title 6 § 17-212: A partnership agreement or an agreement of merger or consolidation may provide that contractual appraisal rights with respect to a partnership interest or another interest in a limited partnership shall be available for any class or group or series of partners or partnership interests in connection with any amendment of a partnership agreement, any merger or consolidation in which the limited partnership is a constituent party to the merger or consolidation, any conversion of the limited partnership to another business form, any transfer to or domestication or continuance in any jurisdiction by the limited partnership, or the sale of all or substantially all of the limited partnership’s assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such appraisal rights.
FORM OF KINDER MORGAN, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 22nd, 2016 • Kinder Morgan, Inc. • Natural gas transmission • Texas
This Restricted Stock Unit Agreement ("Agreement") is made and entered into effective _______________, 20___ ("Date of Grant"), by and between Kinder Morgan, Inc., a Delaware corporation ("Company"), and ___________________ ("Employee"). The defined term "Employer" shall include, where applicable, the Company and affiliates and entities in which the Company has an ownership interest, directly or indirectly. Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Kinder Morgan, Inc. 2015 Amended and Restated Stock Incentive Plan (the "Plan").
SHAREHOLDERS AGREEMENT dated as of FEBRUARY 10, 2011 among KINDER MORGAN, INC. and THE PERSONS SET FORTH ON THE SIGNATURE PAGES HERETOShareholder Agreement • December 2nd, 2011 • Kinder Morgan, Inc. • Natural gas transmission • Delaware
SHAREHOLDERS AGREEMENT (the “Agreement”), dated as of February 10, 2011, among the Persons (as defined herein) identified as “Shareholders” on the signature pages hereto, and Kinder Morgan, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND EXTENSIONCredit Agreement • February 8th, 2023 • Kinder Morgan, Inc. • Natural gas transmission • New York
The Applicable Commitment Fee Rate shall be determined by reference to the Performance Level in effect from time to time and any change in the Applicable Commitment Fee Rate shall be effective from the effective date of the change in the applicable Performance Level giving rise thereto.
KINDER MORGAN, INC. RESTRICTED STOCK AGREEMENT (Time and Performance-Based)Restricted Stock Agreement • May 6th, 2011 • Kinder Morgan, Inc. • Natural gas transmission • Texas
This Restricted Stock Agreement ("Agreement") is made and entered into effective the ______ day of ____________, ______ ("Date of Grant"), by and between Kinder Morgan, Inc., a Delaware corporation (“Company”), and _______________ ("Employee"). The defined term “Employer” shall include, where applicable, the Company and affiliates and entities in which the Company has an ownership interest, directly or indirectly.
Kinder Morgan, Inc. Underwriting Agreement for Debt SecuritiesUnderwriting Agreement for Debt Securities • August 9th, 2017 • Kinder Morgan, Inc. • Natural gas transmission • New York
Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below and returning the signed copy to us.
KINDER MORGAN, INC. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION AGREEMENTStock Compensation Agreement • October 22nd, 2021 • Kinder Morgan, Inc. • Natural gas transmission • Texas
Stock Compensation Agreement made effective the [___] day of January, 20[__] between Kinder Morgan, Inc., a Delaware corporation (the "Company"), and [_________] ("Director").
FORM OF1 KINDER MORGAN, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 23rd, 2021 • Kinder Morgan, Inc. • Natural gas transmission • Texas
This Restricted Stock Unit Agreement (“Agreement”) is made and entered into effective as of the Date of Grant indicated below (“Date of Grant”), by and between Kinder Morgan, Inc., a Delaware corporation (“Company”), and the Employee named below (“Employee”). The defined term “Employer” shall include, where applicable, the Company and affiliates and entities in which the Company has an ownership interest, directly or indirectly. Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Kinder Morgan, Inc. 2021 Amended and Restated Stock Incentive Plan (the “Plan”).
REVOLVING CREDIT AGREEMENT dated as of November 16, 2018 among KINDER MORGAN, INC., as the Borrower, THE LENDERS PARTY HERETO andRevolving Credit Agreement • February 8th, 2019 • Kinder Morgan, Inc. • Natural gas transmission • New York
SCHEDULES: Schedule 1.01 Commitments Schedule 1.01A Excluded Subsidiaries Schedule 6.01 Existing Non-Guarantor Indebtedness Schedule 6.05 Existing Transactions with Affiliates Schedule 6.06 Existing Restrictive Agreements EXHIBITS: Exhibit 1.01-A Form of Assignment and Acceptance Exhibit 1.01-B Form of Guaranty Agreement Exhibit 1.01-C Form of Committed Note Exhibit 2.03 Form of Borrowing Request Exhibit 2.07 Form of Interest Election Request Exhibit 2.10 Form of Notice of Prepayment Exhibit 2.16-A Form of U.S. Tax Compliance Certificate Exhibit 2.16-B Form of U.S. Tax Compliance Certificate Exhibit 2.16-C Form of U.S. Tax Compliance Certificate Exhibit 2.16-D Form of U.S. Tax Compliance Certificate Exhibit 5.01 Form of Compliance Certificate
NEW LOAN INCREASE JOINDERNew Loan Increase Joinder • April 22nd, 2016 • Kinder Morgan, Inc. • Natural gas transmission • New York
NEW LOAN INCREASE JOINDER, dated as of January 26, 2016 (this “Agreement”), by and among each financial institution signatory to this Agreement as a “Lender” (each, a “New Lender” and, collectively, the “New Lenders”), Kinder Morgan, Inc., a Delaware corporation (the “Borrower”), each guarantor signatory to this Agreement (each, a “Guarantor”), and Barclays Bank PLC, as Administrative Agent in such capacity (the “Administrative Agent”).
CREDIT AGREEMENT dated as of May 6, 2014 AMONG KINDER MORGAN, INC., as the Borrower, THE LENDERS PARTY HERETO, and BARCLAYS BANK PLC, as Administrative AgentCredit Agreement • May 9th, 2014 • Kinder Morgan, Inc. • Natural gas transmission • New York
THIS CREDIT AGREEMENT, dated as of May 6, 2014 (as amended, supplemented, restated, amended and restated or otherwise modified from time to time, this “Agreement”) is entered into among Kinder Morgan, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (including each Person listed on the signature pages hereof and each Person that becomes a Lender pursuant to Section 2.22 or 9.05, the “Lenders”), Barclays Bank PLC, Citibank N.A. and JPMorgan Chase Bank, N.A. as Issuing Banks, and Barclays Bank PLC, as administrative agent for the Lenders (in such capacity, and together with its successors in such capacity, the “Administrative Agent”).
BRIDGE CREDIT AGREEMENT dated as of September 19, 2014 among KINDER MORGAN, INC., as the Borrower, THE LENDERS PARTY HERETO and BARCLAYS BANK PLC, as the Administrative AgentBridge Credit Agreement • September 25th, 2014 • Kinder Morgan, Inc. • Natural gas transmission • New York
The Acquisition shall be consummated pursuant to (i) that certain Agreement and Plan of Merger, dated as of August 9, 2014, by and among the Borrower, EPB, El Paso Pipeline GP Company, L.L.C. and E Merger Sub LLC (the “EPB Merger Agreement”) pursuant to which EPB shall be the surviving entity and a wholly-owned subsidiary of the Borrower, (ii) that certain Agreement and Plan of Merger, dated as of August 9, 2014, by and among the Borrower, KMR, KMP, Kinder Morgan G.P., Inc. and P Merger Sub LLC (the “KMP Merger Agreement”) pursuant to which KMP shall be the surviving entity and a wholly-owned subsidiary of the Borrower, and (iii) that certain Agreement and Plan of Merger, dated as of August 9, 2014, by and among the Borrower, KMR, and R Merger Sub LLC (the “KMR Merger Agreement” and, together with the EPB Merger Agreement and the KMP Merger Agreement, the “Merger Agreements”) pursuant to which KMR shall be the surviving entity and a wholly-owned subsidiary of the Borrower.
KINDER MORGAN, INC. UNDERWRITING AGREEMENT FOR EQUITY SECURITIESUnderwriting Agreement • October 30th, 2015 • Kinder Morgan, Inc. • Natural gas transmission • New York
Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below and returning the signed copy to us.
AMENDMENT NO. 2 TO THE SHAREHOLDERS AGREEMENTShareholders Agreement • December 3rd, 2014 • Kinder Morgan, Inc. • Natural gas transmission
THIS AMENDMENT NO. 2 (the “Amendment”) to the Shareholders Agreement, dated as of February 10, 2011, by and among Kinder Morgan, Inc., a Delaware Corporation (the “Company”) and the Shareholders identified on the signature pages thereto, as amended by Amendment No. 1 thereto dated as of May 25, 2012 (the “Shareholders Agreement”), is dated as of November 26, 2014. Capitalized terms used in this Amendment shall have the same meanings given to them in the Shareholders Agreement unless otherwise indicated.
Kinder Morgan, Inc. Underwriting Agreement for Debt SecuritiesUnderwriting Agreement • March 1st, 2012 • Kinder Morgan, Inc. • Natural gas transmission • New York
under the Securities Act have been made in the manner and within the time period required by Rule 424(b); and, to such counsel’s knowledge after due inquiry, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or threatened by the Commission;
CROSS GUARANTEE AGREEMENTCross Guarantee Agreement • December 1st, 2014 • Kinder Morgan, Inc. • Natural gas transmission • New York
This CROSS GUARANTEE AGREEMENT is dated as of November 26, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Guarantors” and individually, a “Guarantor”), for the benefit of the Guaranteed Parties (as defined below).
SHAREHOLDERS AGREEMENT dated as of among KINDER MORGAN, INC. and THE PERSONS SET FORTH ON THE SIGNATURE PAGES HERETOShareholder Agreement • January 26th, 2011 • Kinder Morgan Holdco LLC • Natural gas transmission • Delaware
SHAREHOLDERS AGREEMENT (the “Agreement”), dated as of [ ], 2011, among the Persons (as defined herein) identified as “Shareholders” on the signature pages hereto, and Kinder Morgan, Inc., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • December 2nd, 2011 • Kinder Morgan, Inc. • Natural gas transmission • Delaware
This VOTING AGREEMENT (this “Agreement”), is dated as of October 16, 2011, by and among El Paso Corporation (the “Company”) and the stockholders of Kinder Morgan Inc. (“Buyer”) listed on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”).
AMENDMENT NO. 1 TO THE SHAREHOLDERS AGREEMENTShareholders Agreement • May 30th, 2012 • Kinder Morgan, Inc. • Natural gas transmission
THIS AMENDMENT NO. 1. (the “Amendment”), is dated as of May 25, 2012, to the Shareholders Agreement, dated as of February 10, 2011, by and among Kinder Morgan, Inc., a Delaware Corporation (the “Company”) and the Shareholders identified on the signature pages thereto (the “Shareholders Agreement”). Capitalized terms used in this Amendment shall have the same meanings given to them in the Shareholders Agreement unless otherwise indicated.
TERM LOAN AGREEMENT dated as of January 26, 2016 among KINDER MORGAN, INC., as the Borrower, THE LENDERS PARTY HERETO andTerm Loan Agreement • April 22nd, 2016 • Kinder Morgan, Inc. • Natural gas transmission • New York
The Borrower has requested that the Lenders extend credit to the Borrower in the form of Loans (as defined below) in an aggregate principal amount of $1,000,000,000 (the “Transactions”) to be used by Borrower and its subsidiaries for working capital and general corporate purposes, and the Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein.
FIRST AMENDMENTFirst Amendment • August 25th, 2021 • Kinder Morgan, Inc. • Natural gas transmission • New York
THIS FIRST AMENDMENT, dated as of August 20, 2021 (this “Amendment”), is among Kinder Morgan, Inc., a Delaware corporation (the “Borrower” or “Company”), the Lenders party hereto, the other parties hereto and Barclays Bank PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein but not otherwise defined have the meanings assigned to such terms in the Amended Credit Agreement (as hereinafter defined).
