EXHIBIT 7.20 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 30th, 2006 • Kinder Morgan Inc • Natural gas transmisison & distribution • Delaware
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"),...Kinder Morgan Inc • August 30th, 2006 • 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
GUARANTEE OF CARLYLE PARTNERS IV, L.P.Kinder Morgan Inc • August 30th, 2006 • Natural gas transmisison & distribution • Delaware
GUARANTEE OF CARLYLE/RIVERSTONE GLOBAL ENERGY AND POWER FUND III, L.P.Kinder Morgan Inc • August 30th, 2006 • Natural gas transmisison & distribution • Delaware
August 28, 2006 To: Knight Holdco LLC The Investor Members Listed on Schedule A 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...Kinder Morgan Inc • August 30th, 2006 • 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
GUARANTEE OF GS GLOBAL INFRASTRUCTURE PARTNERS I, L.P.Kinder Morgan Inc • August 30th, 2006 • Natural gas transmisison & distribution • Delaware
RECITALSVoting Agreement • August 30th, 2006 • Kinder Morgan Inc • Natural gas transmisison & distribution • Delaware
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"),...Kinder Morgan Inc • August 30th, 2006 • 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
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"),...Kinder Morgan Inc • August 30th, 2006 • 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
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"),...Kinder Morgan Inc • August 30th, 2006 • 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
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"),...Kinder Morgan Inc • August 30th, 2006 • 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
GUARANTEE OF AIG FINANCIAL PRODUCTS CORP.Kinder Morgan Inc • August 30th, 2006 • 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"),...Kinder Morgan Inc • August 30th, 2006 • 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
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"),...Kinder Morgan Inc • August 30th, 2006 • 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
