ex4_2.htm


    
      

    

    Exhibit
4.2

     

    KINDER
MORGAN MANAGEMENT, LLC

     

    KINDER
MORGAN G.P., INC.

    


    OFFICERS'
CERTIFICATE

    PURSUANT
TO SECTION 301 OF INDENTURE

     

     

    Each of
the undersigned, Kimberly A. Dang and David D. Kinder, the Vice President and
Chief Financial Officer and the Vice President and Treasurer, 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 a 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 U.S. Bank National Association, as successor trustee to Wachovia
Bank, National Association (the "Trustee"), pursuant to resolutions adopted by
the Board of Directors of the Company, or a committee thereof, on July 16, 2008
and September 11, 2009 and in accordance with Section 301 of the Indenture, as
follows:

     

    1.           The
titles of the Securities shall be "5.80% Senior Notes due 2021" (the "2021
Notes") and "6.50% Senior Notes due 2039" (the "2039 Notes," and together with
the 2021 Notes, the "Notes");

     

    2.           The
aggregate principal amounts of the 2021 Notes and the 2039 Notes which initially
may be authenticated and delivered under the Indenture shall be limited to a
maximum of $400,000,000 and $600,000,000, 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 the Notes may be issued in the
future without the consent of Holders of the Notes so long as such additional
principal amount of Notes are authenticated as required by the
Indenture;

     

    3.           The
Notes shall be issued on September 16, 2009; the principal of the 2021 Notes
shall be payable on March 1, 2021, and the principal of the 2039 Notes shall be
payable on September 1, 2039; the Notes will not be entitled to the benefit of a
sinking fund;

     

    4.           The
2021 Notes shall bear interest at the rate of 5.80% per annum and the 2039 Notes
shall bear interest at the rate of 6.50% per annum, in each case which interest
shall accrue from September 16, 2009, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, which dates shall be
March 1 and September 1 of each year, and such interest shall be payable
semi-annually in arrears on March 1 and September 1 of each year, commencing
March 1, 2010, to holders of record at the close of business on the February 15
or August 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 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 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 being redeemed plus accrued interest to the Redemption
Date.

     

    The
amount of the make-whole premium on any Note, or portion of a Note, 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:

            


    

     

    
      	
               
      

            	
              •

            	
              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

            


    

     

    
      	
               
      

            	
              •

            	
              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 for each series 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 Redemption Date
at a discount rate equal to the Treasury Yield, as defined below, plus 0.375% in
the case of the 2021 Notes and 0.375% in the case of the 2039
Notes.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    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
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 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 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 and 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

     

    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.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the undersigned has hereunto signed his or her name
this 11th day of September, 2009.

     

     

    
      	 
      	

              /s/
      Kimberly A. Dang

            
	 
      	
              Kimberly
      A. Dang

            
	 
      	
              Vice
      President and Chief Financial Officer

            
	 
      	 
      
	 
      	 
      
	 
      	/s/
      David D. Kinder
	 
      	
              David
      D. Kinder

            
	 
      	
              Vice
      President and Treasurer

            


    

    
 

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