September 22, 2006Merger Agreement • September 25th, 2006 • Kinder Richard D • 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 25th, 2006 • Kinder Richard D • 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
