Kinder Morgan Inc Sample Contracts

Kinder Morgan Inc – EXCHANGE AGREEMENT (June 18th, 1999)

1 EXHIBIT 2.7 EXCHANGE AGREEMENT This Exchange Agreement (the "Agreement") is made and entered into effective as of June 16, 1999, by and among Kinder Morgan, Inc., a Delaware corporation (the "Company"), and all of its stockholders as listed on the signature pages hereto (collectively the "Stockholders" and individually a "Stockholder"). 1. Introduction. On May 10, 1999, the Company filed a registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission for the public offering of its common stock, par value $0.01 per share. In connection with that public offering (the "Offering"), the Company and the Stockholders desire to effect a recapitalization of the Company. There are currently outstanding 8,047 shares of the Company's Class A Common Stock and 2,541 shares of the Company's Class B Common Stock. The Board of Directors

Kinder Morgan Inc – THIRD AMENDMENT (June 18th, 1999)

1 THIRD AMENDMENT THIS THIRD AMENDMENT to the Credit Agreement referred to below (this "Third Amendment"), is made and entered into as of this 7th day of May, 1999 by and among KINDER MORGAN, INC., a corporation organized under the laws of Delaware (the "Borrower"), the Lenders party to the Credit Agreement (as defined below) and identified on the signature pages hereto, and FIRST UNION NATIONAL BANK, as Administrative Agent for the Lenders. Statement of Purpose The Lenders have extended certain credit facilities to the Borrower pursuant to the Amended and Restated Credit Agreement dated as of June 18, 1998 as amended by the First Amendment dated as of August 26, 1998 and the Second Amendment dated as of September 8, 1998 (as so amended and as further amended, restated, supplemented or otherwise modified, the "Credit Agreement"), by and among the Borrower, the Lenders and the Administrative Agent.

Kinder Morgan Inc – UNDERWRITING AGREEMENT (June 18th, 1999)

1 EXHIBIT 1.1 KINDER MORGAN, INC. Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENT ---------------------- _________, 1999 Goldman, Sachs & Co. PaineWebber Incorporated As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Kinder Morgan, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters"), for whom Goldman, Sachs & Co. and PaineWebber Incorporated are acting as representatives (the "Representatives"), an aggregate of 7,250,

Kinder Morgan Inc – REGISTRATION RIGHTS AGREEMENT (June 18th, 1999)

1 EXHIBIT 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among KINDER MORGAN, INC. and its Stockholders ----------------- Dated as of June 16, 1999 and effective as set forth herein ----------------- 2 TABLE OF CONTENTS PAGE NO. -------- SECTION 1. Definitions......

Kinder Morgan Inc – RESTATED CERTIFICATE OF INCORPORATION (June 18th, 1999)

1 EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF KINDER MORGAN, INC. The name of the corporation is Kinder Morgan, Inc. (the "Corporation"). The name of the Corporation as originally incorporated was KC Liquids Holding Corporation and its original Certificate of Incorporation was filed with the Delaware Secretary of State on October 31, 1996. On February 13, 1997, the Corporation filed with the Delaware Secretary of State a Certificate of Amendment to its Certificate of Incorporation that, in part, changed the Corporation's name to Kinder Morgan, Inc. This Restated Certificate of Incorporation, which restates, integrates and further amends the Company's Restated Certificate of Incorporation, was duly adopted in accordance with ss. 242 and ss. 245 of the General Corporation Law of the State of Delaware ("DG

Kinder Morgan Inc – INDEMNITY AGREEMENT (June 18th, 1999)

1 EXHIBIT 10.4 INDEMNITY AGREEMENT This Indemnity Agreement ("Agreement") is made and entered into as of June __, 1999, by and between Kinder Morgan, Inc., a Delaware corporation ("Company"), and ____________ ("Indemnitee"). Introduction Indemnitee has been and is an officer and/or director of the Company and/or an officer and/or director of certain of the Company's direct and indirect subsidiaries (the "Subsidiaries"). The parties desire that the Company provide indemnification (including advancement of expenses) to Indemnitee effective as of the date Indemnitee became or does become an officer or director of the Company or any of the Subsidiaries against any and all liabilities asserted against Indemnitee to the fullest extent permitted by the Delaware General Corporation Law ("Act"), as the Act presently exists and may be expanded fr

Kinder Morgan Inc – Rights Agreement (June 18th, 1999)

1 EXHIBIT 4.15 -------------------------------------------------------------------------------- KINDER MORGAN, INC. and FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent Rights Agreement Dated as of ________________, 1999 -------------------------------------------------------------------------------- 2 TABLE OF CONTENTS Page Section 1. Certain Definitions.............................................................................1 Section 2. Appoint

Kinder Morgan Inc – RESTATED CERTIFICATE OF INCORPORATION (May 10th, 1999)

1 EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF KINDER MORGAN, INC. The name of the corporation is Kinder Morgan, Inc. (the "Corporation"). The name of the Corporation as originally incorporated was KC Liquids Holding Corporation and its original Certificate of Incorporation was filed with the Delaware Secretary of State on October 31, 1996. On February 13, 1997, the Corporation filed with the Delaware Secretary of State a Restated Certificate of Incorporation that, in part, changed the Corporation's name to Kinder Morgan, Inc. This Restated Certificate of Incorporation, which restates, integrates and further amends the Company's Restated Certificate of Incorporation, was duly adopted in accordance with ss. 242 and ss. 245 of the General Corporation Law of the State of Delaware ("DGCL").