UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF, AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR
OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
KINDER MORGAN ENERGY PARTNERS, L.P.
7.750% Note due 2032
No. 1 U.S. $300,000,000.00
CUSIP No. 494550 AL0
KINDER MORGAN ENERGY PARTNERS, L.P., a Delaware limited partnership
(herein called the "Partnership," which term includes any successor Person under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, the principal sum of
U.S.$300,000,000.00 (Three Hundred Million and No/100 United States Dollars) on
March 15, 2032, and to pay interest thereon from March 14, 2002 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on March 15 and September 15 in each year, commencing
September 15, 2002, at the rate of 7.750% per annum, until the principal hereof
is paid or made available for payment. The amount of interest payable for any
period shall be computed on the basis of a 360-day year, consisting of twelve
30-day months. The amount of interest payable for any partial period shall be
computed on the basis of a 360-day year of twelve 30-day months and the days
elapsed in any partial month. In the event that any date on which interest is
payable on this Security is not a Business Day, then a payment of the interest
payable on such date will be made on the next succeeding Business Day (and
without any interest or other payment in respect of such delay) with the same
force and effect as if made on the date the payment was originally payable. A
"Business Day" shall mean, when used with respect to any Place of Payment, each
Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law,
executive order or regulation to close. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange or automated quotation system on which the Securities of the
series may be listed or traded, and upon such notice as may be required by such
exchange or automated quotation system, all as more fully provided in such
Indenture.
Payment of the principal of (and premium, if any) and any such interest on
this Security will be made by transfer of immediately available funds to a bank
account in The Borough of Manhattan in The City of New York designated by the
Holder in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
-2-
IN WITNESS WHEREOF, the Partnership has caused this instrument to be duly
executed.
Dated: March 14, 2002
KINDER MORGAN ENERGY PARTNERS, L.P.
By: Kinder Morgan G.P., Inc.,
Its General Partner
By: Kinder Morgan Management,
LLC,
Its Delegate
By:/s/ Joseph Listengart
--------------------------
Name: Joseph Listengart
Title: Vice President,
General Counsel and
Secretary
This is one of the Securities designated therein referred to in the
within-mentioned Indenture.
FIRST UNION NATIONAL BANK,
As Trustee
By: /s/ R. Douglas Milner
---------------------------------
Authorized Signatory
-3-
[Reverse of Securities]
This Security is one of a duly authorized issue of securities of the
Partnership (the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of January 2, 2001 (herein called the "Indenture"),
between the Partnership and First Union National Bank, as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
to which the Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Partnership, any
Guarantors, the Trustee and Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. As
provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. Additional Securities of this series may be issued
without the consent of Holders. This Security is a Book-Entry Security.
The Securities of this series are subject to redemption upon not less than
30 nor more than 60 days' notice by mail, in whole or in part at any time, at a
redemption price equal to the greater of (1) 100% of the principal amount of the
Securities of such series to be redeemed or (2) the sum of the present values of
the remaining scheduled payments of principal and interest on such series of
Securities (exclusive of interest accrued to the redemption date) discounted to
the redemption date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus accrued
and unpaid interest on the principal amount being redeemed to such redemption
date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the series of Securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such series of Securities.
"Comparable Treasury Price" means, with respect to any redemption date for
a series of Securities, the average of two Reference Treasury Dealer Quotations
for such redemption date.
"Quotation Agent" means the Reference Treasury Dealer the Partnership
appoints.
"Reference Treasury Dealer" means each of J.P. Morgan Securities Inc. and
First Union Securities, Inc. and their respective successors; provided, however,
that if either of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the
Partnership will substitute therefore another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked price for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal
-4-
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third Business Day preceding such
redemption date.
"Treasury Rate" means, with respect to any redemption date, (1) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15 (519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the maturity date of the series of Securities to be redeemed, yields
for the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined, and the Treasury Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding to the
nearest month) or (2) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per year equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date. The Treasury
Rate will be calculated on the third Business Day preceding the redemption date.
In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
This Security is not redeemable at the option of a Holder hereof and is
not entitled to any sinking fund.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Partnership or the Guarantors, if any, and the rights of Holders of the
Securities of each series to be affected under the Indenture at any time by the
Partnership, the Guarantors, if any, and the Trustee with the consent of a
majority in aggregate principal amount of the Outstanding Securities of all
series to be affected (voting as one class). The Indenture also contains
provisions permitting Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series to be affected (voting as one class), on
behalf of Holders of all the Securities of such series, to waive compliance by
the Partnership and the Guarantors, if any, with certain provisions of the
Indenture and certain past defaults under the Indenture with respect to such
series and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
-5-
As provided in, and subject to, the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any remedy thereunder, unless such Holder shall have previously given to the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, Holders of not less than 25% in principal amount of
the Outstanding Securities of this series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute proceedings in respect
of such Event of Default as Trustee, and the Trustee shall not have received
from Holders of a majority in principal amount of the Outstanding Securities of
this series a direction inconsistent with such request and shall have failed to
institute such proceedings within 60 days after receipt of such notice, request
and offer of indemnity; provided, however, that such limitations do not apply to
a suit instituted by the Holder hereof for the enforcement of payment of the
principal of or any interest on this Security on or after the respective due
dates expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall, without the consent of the Holder hereof, alter or
impair the obligation of the Partnership, which is absolute and unconditional,
to pay the principal of and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed, except for Section 115 of
the Indenture (which limits interest to the maximum amount permissible by law),
the provisions of which are incorporated by reference.
This Global Security or portion hereof may not be exchanged for Definitive
Securities of this series except in the limited circumstances provided in the
Indenture.
The holders of beneficial interests in this Global Security will not be
entitled to receive physical delivery of Definitive Securities except as
described in the Indenture and will not be considered the Holders thereof for
any purpose under the Indenture.
The Securities of this series are issuable only in registered form without
coupons in denominations of U.S.$1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Partnership may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Partnership, the Trustee and any agent of the Partnership or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Partnership, the Trustee nor any such agent shall be affected by notice to the
contrary.
Obligations of the Partnership and any Guarantors under the Indenture and
the Securities thereunder, including this Security, are non-recourse to Kinder
Morgan Management, LLC (the "Company"), Kinder Morgan G.P., Inc. (the "General
Partner") and their respective Affiliates
(other than the Partnership and any Guarantors), and payable only out of cash
flow and assets of the Partnership and any Guarantors. The Trustee, and each
Holder of a Security by its acceptance hereof, will be deemed to have agreed in
the Indenture that (1) none of the Company, the General Partner nor their
respective assets (nor any of their respective Affiliates other than the
Partnership or any Guarantors, nor their respective assets) shall be liable for
any of the obligations of the Partnership or any Guarantors under the Indenture
or such Securities, including this Security, and (2) no director, officer,
employee, stockholder or unitholder, as such, of the Partnership, any
Guarantors, the Trustee, the Company, the General Partner or any Affiliate of
any of the foregoing entities shall have any personal liability in respect of
the obligations of the Partnership or any Guarantors under the Indenture or such
Securities by reason of his, her or its status. The agreement is part of the
consideration for the issuance of the Securities.
The Indenture contains provisions that relieve the Partnership and any
Guarantors from the obligation to comply with certain restrictive covenants in
the Indenture and for satisfaction and discharge at any time of the entire
indebtedness upon compliance by the Partnership and any Guarantors with certain
conditions set forth in the Indenture.
The obligations of the Partnership pursuant to the Indenture and the
Securities, including the repurchase obligations under the Indenture, will be
unconditionally guaranteed, on a senior unsecured basis, by each Guarantor, if
any.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
-7-
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned sell(s), assign(s) and transfer(s) this
Security to
________________________________________________________________________________
________________________________________________________________________________
(Print or type transferee's name, address, zip code and
social security or taxpayer identification number above)
and irrevocably appoint(s) __________________________ agent to transfer this
Security on the books of the Partnership. The agent may substitute another to
act for the agent.
Please Insert Social Security or
Other Identifying Number of Assignee:____________________________
Date: _________________
Your signature:___________________________________
NOTICE: The signature(s) on this
assignment must correspond in
every particular with the name(s)
of the registered owner(s)
appearing on the face of the
Security.
__________________________________
Signature
Signature Guaranteed by:
____________________________________
NOTICE: Signature must be guaranteed by an "eligible
guarantor institution" meeting the requirements of the
Trustee, which requirements will include membership or
participation in STAMP or such other signature guaranty
program as may be determined by the Trustee in addition to,
or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.