September 22, 2006Merger Agreement • September 22nd, 2006 • Kinder Morgan Inc • Natural gas transmisison & distribution
Reference is made to (1) the Agreement and Plan of Merger, dated as of August 28, 2006 (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 August 28, 2006 (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
September 22, 2006Merger Agreement • September 22nd, 2006 • Kinder Morgan Inc • Natural gas transmisison & distribution
Reference is made to (1) the Agreement and Plan of Merger, dated as of August 28, 2006 (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 August 28, 2006 (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
VOTING AGREEMENTVoting Agreement • September 22nd, 2006 • Kinder Morgan Inc • Natural gas transmisison & distribution • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is dated as of August 28, 2006, by and among Knight Holdco LLC, a Delaware limited liability company (“Parent”), Knight Acquisition Co., a Kansas corporation and wholly-owned subsidiary of Parent (“Merger Sub,” and, together with Parent, the “Purchaser Parties”) and the Persons executing this Agreement as “Stockholders” on the signature page hereto (each, a “Stockholder” and collectively, the “Stockholders”).
LIMITED LIABILITY COMPANY AGREEMENT OF KNIGHT HOLDCO LLCLimited Liability Company Agreement • September 22nd, 2006 • Kinder Morgan Inc • Natural gas transmisison & distribution • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Knight Holdco LLC, dated and effective as of August 28, 2006, is entered into by 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 and Riverstone, the “Investor Members” and each an “Investor Member”) and Richard D. Kinder (the “Management Group Member” and, together with the Investor Members, the “Members”).
