750,000,000 6.50% SENIOR NOTES DUE 2012Indenture • October 4th, 2002 • Kinder Morgan Inc • Natural gas transmisison & distribution • New York
1 EXHIBIT 10(u) CHANGE OF CONTROL SEVERANCE AGREEMENT AGREEMENT between K N ENERGY, INC. , a Kansas corporation (the "COMPANY"), and ________________________ (EXECUTIVE"), W I T N E S S E T H : WHEREAS, the Company desires to retain certain key...Severance Agreement • March 11th, 1997 • K N Energy Inc • Natural gas transmisison & distribution • Colorado
Section 1. Representations and Warranties. (a) The Company represents and warrants to and agrees with each Underwriter that: 4 3Purchase Agreement • October 27th, 1997 • K N Energy Inc • Natural gas transmisison & distribution • New York
Exhibit 99.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of July 8, 1999, is entered into by and among K N Energy, Inc., a Kansas corporation ("Parent"), Richard D. Kinder, an individual ("Kinder") and Morgan Associates, Inc....Voting Agreement • July 14th, 1999 • K N Energy Inc • Natural gas transmisison & distribution • Delaware
ISSUER ANDFirst Supplemental Indenture • January 31st, 2003 • Kinder Morgan Inc • Natural gas transmisison & distribution • New York
Exhibit 99.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • July 14th, 1999 • K N Energy Inc • Natural gas transmisison & distribution • Delaware
AMONGMerger Agreement • February 23rd, 1999 • K N Energy Inc • Natural gas transmisison & distribution • Kansas
COMMON STOCKUnderwriting Agreement • March 6th, 1998 • K N Energy Inc • Natural gas transmisison & distribution • New York
1 Exhibit 4.3 THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE...Indenture • March 6th, 1998 • K N Energy Inc • Natural gas transmisison & distribution
EXHIBIT 1.2 KINDER MORGAN MANAGEMENT, LLC UNDERWRITING AGREEMENT STANDARD PROVISIONSUnderwriting Agreement • February 4th, 2003 • Kinder Morgan Inc • Natural gas transmisison & distribution • New York
W I T N E S S E T H :Credit Agreement • March 9th, 1999 • K N Energy Inc • Natural gas transmisison & distribution • New York
1 EXHIBIT 10(v) INCENTIVE STOCK OPTION AGREEMENT AGREEMENT made this 19th day of August, 1996, between K N ENERGY, INC., a Kansas corporation (the "Company"), and ______________ ("Employee"). To carry out the purposes of the 1994 K N ENERGY, INC....Incentive Stock Option Agreement • March 11th, 1997 • K N Energy Inc • Natural gas transmisison & distribution • Colorado
Form of Underwriting Agreement incorporating Kinder Morgan Management, LLC Underwriting Agreement Standard Provisions dated January 31, 2003] KINDER MORGAN MANAGEMENT, LLCUnderwriting Agreement • February 4th, 2003 • Kinder Morgan Inc • Natural gas transmisison & distribution
RECITALSConsulting Agreement • November 13th, 1997 • K N Energy Inc • Natural gas transmisison & distribution
EXHIBIT 1.3 KINDER MORGAN, INC. UNDERWRITING AGREEMENT STANDARD PROVISIONSUnderwriting Agreement • February 4th, 2003 • Kinder Morgan Inc • Natural gas transmisison & distribution • New York
2 3 and the applicable rules and regulations of the Commission thereunder, (ii) on the original effective date of the Registration Statement, and at the time of filing of the Company's annual report on Form 10-K for the year ended December 31, 1997,...Underwriting Agreement • March 6th, 1998 • K N Energy Inc • Natural gas transmisison & distribution • New York
CONFORMED COPY K N ENERGY, INC. 8.25% PREMIUM EQUITY PARTICIPATING SECURITY UNITS - PEPS(SM) UNITS UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 1998 • K N Energy Inc • Natural gas transmisison & distribution • New York
RECITALSPledge Agreement • November 24th, 1998 • K N Energy Inc • Natural gas transmisison & distribution • New York
1 EXHIBIT 10(w) RESTRICTED STOCK AGREEMENT AGREEMENT made this 19th day of August, 1996 between K N ENERGY, INC., a Kansas corporation (the "Company"), and ________________________________ ("Employee"). 1. AWARD. (a) SHARES. Pursuant to the K N...Restricted Stock Agreement • March 12th, 1997 • K N Energy Inc • Natural gas transmisison & distribution • Colorado
1 EXHIBIT 10.30 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This Amendment No. 2 to Rights Agreement, dated as of July 8, 1999, by and between K N Energy, Inc., a Kansas corporation (the "Company"), and First Chicago Trust Company of New York, (the "Rights...Rights Agreement • August 23rd, 1999 • K N Energy Inc • Natural gas transmisison & distribution • Kansas
Supplementing the Indenture dated as of September 1, 1988Second Supplemental Indenture • May 23rd, 2000 • Kinder Morgan Inc • Natural gas transmisison & distribution • New York
April 23, 1998 K N Energy, Inc. K N Capital Trust III 370 Van Gordon Street Lakewood, Colorado 80228-8304 Dear Sirs: We (the "LEAD MANAGERS") are acting on behalf of the underwriters (including ourselves) named below (such underwriter or underwriters...Underwriting Agreement • April 24th, 1998 • K N Energy Inc • Natural gas transmisison & distribution • New York
2- 3 Section 3. Term of Employment. The period of Executive's employment under this Agreement shall commence as of April 1, 1996. It shall continue, subject to the other provisions of this Agreement, until April 1, 1998.Employment Agreement • March 12th, 1997 • K N Energy Inc • Natural gas transmisison & distribution • Colorado
EXHIBIT 4.4 Conformed Copy KINDER MORGAN, INC. $250,000,000 6.50% SENIOR NOTES DUE 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2003 • Kinder Morgan Inc • Natural gas transmisison & distribution • New York
dated as of October 23, 2001 among364-Day Credit Agreement • February 20th, 2002 • Kinder Morgan Inc • Natural gas transmisison & distribution • New York
AMENDMENT NO. 2 TO RIGHTS AGREEMENT This Amendment No. 2 to Rights Agreement, dated as of July 8, 1999, by and between K N Energy, Inc., a Kansas corporation (the "Company"), and First Chicago Trust Company of New York (the "Rights Agent"). WHEREAS,...Rights Agreement • November 5th, 1999 • Kinder Morgan Inc • Natural gas transmisison & distribution • Kansas
GUARANTEE OF CARLYLE/RIVERSTONE GLOBAL ENERGY AND POWER FUND III, L.P.Guarantee • August 30th, 2006 • Kinder Morgan Inc • Natural gas transmisison & distribution • Delaware
EXHIBIT 10(l) KINDER MORGAN, INC. RETENTION AGREEMENT THIS RETENTION AGREEMENT (the "Agreement"), dated as of January 17th, 2002 ("Effective Date"), is by and between Kinder Morgan, Inc., a Kansas corporation (the "Company"), and C. Park Shaper (the...Retention Agreement • February 20th, 2002 • Kinder Morgan Inc • Natural gas transmisison & distribution • Texas
W I T N E S S E T H :Credit Agreement • March 9th, 1999 • K N Energy Inc • Natural gas transmisison & distribution • New York
ISSUER ANDIndenture • February 4th, 2003 • Kinder Morgan Inc • Natural gas transmisison & distribution • New York
Exhibit 10(b) EMPLOYMENT AGREEMENT This Agreement ("Agreement") is entered into this 20th day of April, 2000 (the "Effective Date") by and among Kinder Morgan, Inc., a Kansas corporation ("KMI"), Kinder Morgan G.P., Inc., a Delaware corporation...Employment Agreement • May 10th, 2000 • Kinder Morgan Inc • Natural gas transmisison & distribution • Texas
INDENTURE DATED AS OF SEPTEMBER 1, 1988Indenture • May 23rd, 2000 • Kinder Morgan Inc • Natural gas transmisison & distribution • New York
CONSENT AND ASSIGNMENT UNDER AND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This Consent and Assignment under and Amendment to that certain Registration Rights Agreement, dated as of January 31, 1996, among Tom Brown, Inc. (the "Company"), and K N...Registration Rights Agreement • September 10th, 1999 • K N Energy Inc • Natural gas transmisison & distribution • Delaware
ANDPurchase Contract Agreement • November 24th, 1998 • K N Energy Inc • Natural gas transmisison & distribution • New York
August 28, 2006 To: Knight Holdco LLC The Other Members Listed on Schedule B Re: Acquisition of Kinder Morgan, Inc. Ladies and Gentlemen: Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"),...Merger Agreement • August 30th, 2006 • Kinder Morgan Inc • Natural gas transmisison & distribution
Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and among Kinder Morgan, Inc., a Kansas corporation (the "Company"), Knight Holdco LLC, a Delaware limited liability company ("Parent"), and Knight Acquisition Co., a Kansas corporation and wholly owned subsidiary of Parent ("Merger Sub"), and pursuant to which Merger Sub will be merged with and into the Company (the "Merger") and (2) the Limited Liability Company Agreement of Parent, dated as of the date hereof (the "Interim LLC Agreement"), by and among GS Capital Partners V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GS Capital Partners V GmbH & CO. KG, GS Capital Partners V Institutional, L.P., GS Global Infrastructure Partners I, L.P. and The Goldman Sachs Group, Inc. (collectively, "GS"), Carlyle Partners IV, L.P. ("Carlyle"), Carlyle/Riverstone Global Energy and Power Fund III, L.P. ("Riverstone") and AIG Knight LLC ("AIG" and, together with GS, Carlyle
