KINDER MORGAN MANAGEMENT, LLC
KINDER MORGAN G.P., INC.
OFFICERS' CERTIFICATE
PURSUANT TO SECTION 301 OF INDENTURE
Each of the undersigned, C. Park Shaper and Kimberly A. Dang, the
President and the Vice President and Chief Financial Officer, respectively, of
(i) Kinder Morgan Management, LLC (the "Company"), a Delaware limited liability
company and the delegate of Kinder Morgan G.P., Inc. and (ii) Kinder Morgan
G.P., Inc., a Delaware corporation and the general partner of Kinder Morgan
Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), on
behalf of the Partnership, does hereby establish the terms of two series of
senior debt Securities of the Partnership under the Indenture relating to senior
debt Securities, dated as of January 31, 2003 (the "Indenture"), between the
Partnership and Wachovia Bank, National Association, as Trustee, pursuant to
resolutions adopted by the Board of Directors of the Company on December 22,
2004, January 17, 2007 and January 25, 2007 and in accordance with Section 301
of the Indenture, as follows:
1. The titles of the series of Securities shall be "6.00% Senior Notes due
2017" (the "2017 Notes") and "6.50% Senior Notes due 2037" (the "2037 Notes",
and together with the 2017 Notes, the "Notes");
2. The aggregate principal amounts of the 2017 Notes and the 2037 Notes
which initially may be authenticated and delivered under the Indenture shall be
limited to a maximum of $600,000,000 and $400,000,000, respectively, except for
Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to the terms of the Indenture,
and except that any additional principal amount of either series of Notes may be
issued in the future without the consent of Holders of either series of Notes so
long as such additional principal amount of Notes are authenticated as required
by the Indenture;
3. The Notes shall be issued on January 30, 2007, the principal of the
2017 Notes shall be payable on February 1, 2017, and the principal of the 2037
Notes shall be payable on February 1, 2037; the Notes will not be entitled to
the benefit of a sinking fund;
4. The 2017 Notes shall bear interest at the rate of 6.00% per annum and
the 2037 Notes shall bear interest at the rate of 6.50% per annum, in each case
which interest shall accrue from January 30, 2007, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
which dates shall be February 1 and August 1 of each year, and such interest
shall be payable semi-annually in arrears on February 1 and August 1 of each
year, commencing August 1, 2007, to holders of record at the close of business
on the January 15 or July 15, respectively, next preceding each such Interest
Payment Date;
5. The principal of, premium, if any, and interest on, the Notes of each
series shall be payable at the office or agency of the Partnership maintained
for that purpose in the Borough of Manhattan, New York, New York; provided,
however, that at the option of the Partnership, payment of interest may be made
from such office in the Borough of Manhattan, New York, New York by check mailed
to the address of the person entitled thereto as such address shall appear in
the Security Register. If at any time there shall be no such office or agency in
the Borough of Manhattan, New York, New York, where the Notes may be presented
or surrendered for payment, the Partnership shall forthwith designate and
maintain such an office or agency in the Borough of Manhattan, New York,
New York, in order that the Notes shall at all times be payable in the Borough
of Manhattan, New York, New York. The Partnership hereby initially designates
the Corporate Trust Office of the Trustee in the Borough of Manhattan, New York,
New York, as one such office or agency;
6. U.S. Bank National Association, successor trustee to Wachovia Bank,
National Association, is appointed as the Trustee for the Notes, and U.S. Bank
National Association, and any other banking institution hereafter selected by
the officers of the Company, on behalf of the Partnership, are appointed agents
of the Partnership (a) where the Notes may be presented for registration of
transfer or exchange, (b) where notices and demands to or upon the Partnership
in respect of the Notes or the Indenture may be made or served and (c) where the
Notes may be presented for payment of principal and interest;
7. The Notes of each series will be redeemable, at the Partnership's
option, at any time in whole, or from time to time in part, upon not less than
30 and not more than 60 days notice mailed to each Holder of the Notes of the
series to be redeemed at the Holder's address appearing in the Security
Register, at a price equal to 100% of the principal amount of the Notes of the
series to be redeemed plus accrued interest to the Redemption Date, subject to
the right of Holders of record on the relevant Record Date to receive interest
due on an Interest Payment Date that is on or prior to the Redemption Date, plus
a make-whole premium, if any. In no event will the Redemption Price ever be less
than 100% of the principal amount of the Notes of a series being redeemed plus
accrued interest to the Redemption Date.
The amount of the make-whole premium on any Note, or portion of a Note, of
a series to be redeemed will be equal to the excess, if any, of:
(1) the sum of the present values, calculated as of the Redemption Date,
of:
o each interest payment that, but for the redemption, would have been
payable on the Note, or portion of a Note, being redeemed on each
interest payment date occurring after the Redemption Date, excluding
any accrued interest for the period prior to the Redemption Date;
and
o the principal amount that, but for the redemption, would have been
payable at the stated maturity of the Note, or portion of a Note,
being redeemed;
over
(2) the principal amount of the Note, or portion of a Note, being
redeemed.
The present value of interest and principal payments referred to in clause
(1) above will be determined in accordance with generally accepted principles of
financial analysis. The present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the
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Redemption Date at a discount rate equal to the Treasury Yield, as defined
below, plus 0.20% in the case of the 2017 Notes and 0.25% in the case of the
2037 Notes.
The make-whole premium will be calculated by an independent investment
banking institution of national standing appointed by the Partnership. If the
Partnership fails to make that appointment at least 30 business days prior to
the redemption date, or if the institution so appointed is unwilling or unable
to make the calculation, the financial institution named in the Notes will make
the calculation. If the financial institution named in the Notes is unwilling or
unable to make the calculation, an independent investment banking institution of
national standing appointed by the Trustee will make the calculation.
For purposes of determining the make-whole premium, Treasury Yield refers
to an annual rate of interest equal to the weekly average yield to maturity of
United States Treasury Notes that have a constant maturity that corresponds to
the remaining term to maturity of the Notes to be redeemed, calculated to the
nearer 1/12 of a year (the "Remaining Term"). The Treasury Yield will be
determined as of the third business day immediately preceding the applicable
redemption date.
The weekly average yields of United States Treasury Notes will be
determined by reference to the most recent statistical release published by the
Federal Reserve Bank of New York and designated "H.15(519) Selected Interest
Rates" or any successor release (the "H.15 Statistical Release"). If the H.15
Statistical Release sets forth a weekly average yield for United States Treasury
Notes having a constant maturity that is the same as the Remaining Term of the
Notes of a series to be redeemed, then the Treasury Yield will be equal to that
weekly average yield. In all other cases, the Treasury Yield will be calculated
by interpolation, on a straight-line basis, between the weekly average yields on
the United States Treasury Notes that have a constant maturity closest to and
greater than the Remaining Term of the Notes of a series to be redeemed and the
United States Treasury Notes that have a constant maturity closest to and less
than the Remaining Term, in each case as set forth in the H.15 Statistical
Release. Any weekly average yields so calculated by interpolation will be
rounded to the nearer 0.01%, with any figure of 0.0050% or more being rounded
upward. If weekly average yields for United States Treasury Notes are not
available in the H.15 Statistical Release or otherwise, then the Treasury Yield
will be calculated by interpolation of comparable rates selected by the
independent investment banking institution.
If less than all of the Notes of a series are to be redeemed, the Trustee
will select the Notes of that series to be redeemed by a method that the Trustee
deems fair and appropriate. The Trustee may select for redemption Notes and
portions of Notes in amounts of $1,000 or whole multiples of $1,000.
8. Payment of principal of, and interest on, the Notes shall be without
deduction for taxes, assessments or governmental charges paid by Holders of the
Notes;
9. The Notes of each series are approved in the form attached hereto as
Exhibit A, shall be issued upon original issuance in whole in the form of one or
more book-entry Global Securities, and the Depositary shall be The Depository
Trust Company; and
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10. The Notes of each series shall be entitled to the benefits of the
Indenture, including the covenants and agreements of the Partnership set forth
therein, except to the extent expressly otherwise provided herein or in the
Notes of such series.
Any initially capitalized terms not otherwise defined herein shall have
the meanings ascribed to such terms in the Indenture.
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IN WITNESS WHEREOF, each of the undersigned has hereunto signed his or her
name this 25th day of January, 2007.
/s/ C. Park Shaper
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C. Park Shaper
President
/s/ Kimberly A. Dang
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Kimberly A. Dang
Vice President and
Chief Financial Officer