exv4w7



 




Exhibit 4.7


ASSIGNMENT AND STATEMENT OF REGISTRATION RIGHTS




     This ASSIGNMENT AND STATEMENT OF REGISTRATION RIGHTS (this “Agreement”), dated as of January
31, 2005, is by and between Kinder Morgan Management, LLC, a Delaware limited liability company
(the “Issuer”), Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the
“Partnership”), Kinder Morgan, Inc., a Kansas corporation (the “Corporation”), and Tortoise Energy
Infrastructure Corporation, a Maryland corporation (the “Holder”).



W I T N E S S E T H:




     WHEREAS, the Issuer, the Partnership and the Corporation are parties to a Registration Rights
Agreement dated as of May 18, 2001 (the “Registration Rights Agreement”) pursuant to which the
Issuer agreed to register the resales of shares representing limited liability company interests of
the Issuer (“Listed Shares”) owned by the Corporation; and



     WHEREAS, pursuant to a Purchase Agreement dated as of January 31, 2005 (the “Purchase
Agreement”) the Holder purchased from the Corporation 413,516 Listed Shares; and



     WHEREAS, in connection with such purchase, the Holder and the Corporation requested that the
Issuer and the Partnership consent to the assignment of certain of the Corporation’s rights under
the Registration Rights Agreement to the Holder with respect to the Listed Shares purchased by the
Holder from the Corporation, and the Issuer and the Partnership are willing to so consent; and



     WHEREAS, the Issuer, the Partnership, the Corporation and the Holder have agreed to reflect
the assignment of such registration rights, the scope of the registration rights assigned and the
consent of the Issuer and the Partnership thereto in this Agreement.



     NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



Section 1

Definitions




     1.1 Specific Definitions. Unless the context clearly requires otherwise, the
following terms shall have the meanings set forth below:



          “Agreement” has the meaning set forth in the preamble of this Agreement.



          “Commission” means the Securities and Exchange Commission.



          “Corporation” has the meaning set forth in the preamble to this Agreement.



 









 





          “Entity” means a corporation, limited liability company, venture, partnership, trust,
unincorporated organization, association or other entity.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          “Holder” has the meaning set forth in the preamble of this Agreement.



          “Issuer” has the meaning set forth in the preamble of this Agreement.



          “Listed Shares” has the meaning set forth in the recitals of this Agreement.



          “Partnership” has the meaning set forth in the preamble of this Agreement.



          “Person” means a natural person or an Entity.



          “Purchase Agreement” has the meaning set forth in the recitals of this Agreement.



          “Registration Rights Agreement” has the meaning set forth in the recitals of this Agreement.



          “Resale Registration Statement” has the meaning set forth in Section 2.2(a)(ii).



          “Section” means a section of this Agreement.



          “Securities Act” means the Securities Act of 1933, as amended.



          “Shares” means: (i) the 413,516 Listed Shares purchased by the Holder from the Corporation
pursuant to the Purchase Agreement, (ii) any additional Listed Shares received by the Holder from
the Issuer as regular quarterly or other distributions on such Listed Shares purchased by the
Holder from the Corporation, and (iii) any additional Listed Shares received by the Holder from the
Issuer as regular quarterly or other distributions on the Shares described in clause (ii).



     1.2 Rules of Construction. Unless the context otherwise clearly requires:



          (a) terms defined include the plural as well as the singular and vice versa;



          (b) references to any document, agreement, instrument or provision thereof mean such document,
agreement, instrument or provision thereof as the same may be duly amended, supplemented or
restated from time to time;



          (c) “including” means including without limitation;



          (d) “or” is not exclusive; and



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          (e) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular Section or other subdivision.



Section 2

Registration Rights




     2.1 Request for Resale Registration. The Holder hereby requests that the Issuer and
the Corporation file registration statements under the Securities Act registering the resale by the
Holder of all of the Shares.



     2.2 Provisions Relating to Resale Registration Statement.



          (a) The Issuer and the Corporation each agrees that it will:




       (i) prepare and file with the Commission as soon as practicable, but in no event later
than 15 days after the date of this Agreement, except as provided in Section 2.4, one
registration statement on Form S-3 under the Securities Act registering the resale by the
Holder of all of the Shares (the “Resale Registration Statement”);




       (ii) use its reasonable efforts to cause the Resale Registration Statement to become
effective, including to file any amendment or supplement to the Resale Registration
Statement or any prospectus used in connection therewith to the extent necessary in order to
cause such Resale Registration Statement to become effective;




       (iii) until January 31, 2006, or such earlier date when all Shares covered by the
Resale Registration Statement are sold, amend or supplement such Resale Registration
Statement or prospectus used in connection therewith to the extent necessary in order to
keep effective and maintain any registration, qualification or approval obtained in
connection with the resale of the Shares;




       (iv) furnish to the Holder up to ten conformed copies of the Resale Registration
Statement and each amendment and supplement thereto (in each case including all exhibits
thereto and documents incorporated by reference therein, without exhibits) and such number
of copies as the Holder may reasonably request of the final prospectus including any
supplement thereto included in or filed by the Issuer in connection with the Resale
Registration Statement;




       (v) promptly notify the Holder of any stop order issued or, to the knowledge of the
Issuer, threatened to be issued by the Commission with respect to the Resale Registration
Statement and promptly take all reasonable actions to prevent the entry of such stop order
or to obtain its withdrawal if entered;




       (vi) use its reasonable efforts to qualify the Shares for resale under the securities,
“blue sky” or similar laws of such states of the United States as the Holder shall
reasonably request and use its reasonable efforts to obtain all appropriate



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registrations, permits and consents required in connection therewith, except that the Issuer
shall not for any such purpose be required to qualify generally to do business as a foreign
limited liability company or corporation in any state wherein it is not so qualified, or
subject itself to taxation or file a general consent to service of process in any such
state;




       (vii) promptly inform the Holder (i) of the date on which such Resale Registration
Statement or any post-effective amendment thereto becomes effective and (ii) of any request
by the Commission, any securities exchange, government agency, self-regulatory body or other
body having jurisdiction for any amendment of or supplement to the Resale Registration
Statement or final prospectus or prospectus supplement included therein or filed by the
Issuer in connection therewith; and




       (viii) subject to Section 2.4, as promptly as practicable notify the Holder of the
occurrence of an event requiring the preparation of a supplement or amendment to the
prospectus related to such Resale Registration Statement so that such prospectus will not
contain an untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and, as promptly as practicable
make available to the Holder any such supplement or amendment.



          (b) After January 31, 2006, or such earlier date on which all Shares covered by the Resale
Registration Statement have been sold, (i) the Issuer shall have no obligation to keep the Resale
Registration Statement effective and may terminate the Resale Registration Statement and (ii) all
obligations under this Section 2.2 and Section 3 shall expire.



          (c) In connection with any offers or sales by the Holder of Shares under the Resale
Registration Statement or otherwise, neither the Issuer, the Partnership nor the Corporation shall
have any obligation to enter into any agreement, execute or deliver any agreement, instrument,
document, certificate, opinion of counsel, comfort letter, or other matter, cause any of the
foregoing to occur or take any further action, except as necessary to fulfill the obligations set
forth in Section 2.2(a). The “Plan of Distribution” section of the Resale Registration Statement
shall not describe any underwritten offering or other plan of sale or distribution that would
generally be understood to contemplate the taking or causing of any such action by any of the
Issuer, the Partnership or the Corporation.



          (d) The Holder shall promptly provide to the Issuer in writing all information relating to the
Holder and, subject to Section 2.2(c), the Holder’s intended plan of distribution of the Shares,
necessary to comply with legal requirements in connection with the preparation and filing of the
Resale Registration Statement and any filings under state securities or “blue sky” laws. Such
information will conform in all material respects to the applicable requirements of the Securities
Act and will not contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading. The
Holder also agrees to notify the Issuer if any event relating to the Holder occurs that would
require the preparation of a supplement or amendment to the prospectus so that such prospectus will
not contain an untrue statement of a material fact or omit to state a material fact



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required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.



     2.3 Documents to be Furnished to the Holder. The Issuer shall furnish to the Holder
at least two business days prior to filing with the Commission the Resale Registration Statement,
any amendment or supplement to the Resale Registration Statement, any prospectus to be used in
connection therewith and any amendment or supplement to any such prospectus, which documents will
be subject to the reasonable review of the Holder, and Issuer shall not file any such documents
with the Commission to which the Holder shall reasonably object until the Holder and the Issuer
have in good faith resolved any of the Holder’s objections, unless the Issuer in good faith
believes that the filing of such documents is required by law.



     2.4 Certain Notices.



          (a) Upon notice to the Holder, the Issuer may require the Holder to suspend the use of the
prospectus or any prospectus supplement related to the Resale Registration Statement, in each case
for a reasonable period of time, not to exceed 90 consecutive days or 120 days in the aggregate, if
the Issuer would be required to disclose material information it was not otherwise then required by
law to disclose publicly where the Issuer reasonably deems it advisable not to disclose or
incorporate by reference such information in a registration statement, prospectus or supplement.
Any periods under this Section 2.4(a) shall be aggregated with periods under Section 2.4(b) in
determining whether the periods of 90 consecutive days or 120 days have been exceeded. During any
such period, the Issuer’s obligations under Section 2.2(a)(viii) are suspended. Circumstances of
the type described in the first sentence of this Section 2.4(a) do not exist on the date of this
Agreement.



          (b) The Holder agrees that, upon receipt of any notice from the Issuer of the happening of any
event of the kind described in Section 2.2(a)(viii) hereof, the Holder will forthwith discontinue
disposition of Shares pursuant to the Resale Registration Statement until the Holder’s receipt of
the copies of the supplemented or amended prospectus contemplated by Section 2.2(a)(viii), and, if
so directed by the Issuer, the Holder will deliver to the Issuer (at the Issuer’s expense) all
copies, other than permanent file copies, then in the Holder’s possession, of the prospectus and
any prospectus supplement covering such Shares current at the time of receipt of such notice.



     2.5 Joint Registration Statement. In connection with the Resale Registration
Statement, the Issuer understands that the resale of the Shares by the Holder may require
registration by the Corporation of the purchase obligations provided in the Purchase Provisions
included in the Issuer’s Second Amended and Restated Limited Liability Company Agreement. The
parties agree that the Resale Registration Statement shall be a joint registration statement of the
Issuer and the Corporation with respect to the Shares and the purchase obligation, respectively.



Section 3

Expenses




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     3.1 Registration Expenses. The Partnership agrees to bear and to pay or cause to be
paid promptly upon request being made therefor all third party expenses incident to the Issuer’s
performance of or compliance with this Agreement, including (a) all Commission and any NASD
registration and filing fees and expenses; (b) all fees and expenses in connection with the
qualification of the securities being registered for offering and sale under the state securities
and blue sky laws referred to in Section 2.2(a)(vi), including reasonable fees and disbursements of
its counsel, in connection with such qualifications; (c) all expenses relating to the preparation,
distribution and reproduction of the Resale Registration Statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, and all other documents relating hereto; (d) fees, disbursements and
expenses of counsel and independent certified public accountants of the Issuer in connection with
the Resale Registration Statement; (e) fees, expenses and disbursements of any other Persons,
including special experts, retained by the Issuer in connection with such registration. The
Corporation and the Issuer shall each bear their own internal expenses, including all salaries and
expenses of their officers and employees performing legal or accounting duties, subject to any
other reimbursement arrangements between them. The Holder shall pay all fees and expenses incurred
by it in connection with this Agreement, the Resale Registration Statement and the offer and sale
of the Shares, including the fees and disbursements of any counsel or other advisors or experts
retained by the Holder, and any selling fees, discounts or commissions.



Section 4

Representations and Warranties




     4.1 Representations and Warranties. The Issuer, with respect to information regarding
itself, and the Corporation, with respect to information regarding itself, each represents and
warrants to, and agrees with, the Holder that:



          (a) The Issuer has reasonable grounds to believe that it meets all the requirements for the
filing of a registration statement on Form S-3 with the Commission. The Resale Registration
Statement, at the time it becomes effective, and the final prospectus contained therein, will
comply, and when any post-effective amendment to the Registration Statement becomes effective or
any supplement to such prospectus is filed with the Commission, the Registration Statement, the
final prospectus and any such amendment or supplement, respectively, will comply, in all material
respects with the applicable requirements of the Securities Act and the applicable rules adopted by
the Commission thereunder; the documents incorporated, or deemed to be incorporated, into the
Resale Registration Statement or the related prospectus by reference pursuant to the requirements
of Item 12 of Form S-3 under the Securities Act, when they were or are filed with the Commission,
conformed or will conform as of their respective dates in all material respects with the applicable
requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and
regulations adopted by the Commission thereunder; and each part of the Resale Registration
Statement and any amendment thereto, at the time it became effective, and the final prospectus and
any amendment or supplement thereto, at the time it was filed with the Commission pursuant to Rule
424 under the Securities Act, will not contain an untrue statement of a material fact or omit to a
state a material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; and at all times at and
subsequent to the time when the Resale Registration Statement has been declared effective under the
Securities



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Act, other than (i) from such time as a notice has been given to the Holder pursuant to Section
2.2(a)(viii) until such time as the Issuer or the Corporation, as the case may be, furnishes an
amended or supplemented prospectus pursuant to Section 2.2(a)(viii) or such earlier time as the
Issuer or the Corporation, as the case may be, provides notice that offers and sales pursuant to
the Resale Registration Statement may continue, or (ii) during any period when the Holder is to
suspend use of the prospectus or prospectus supplement related to the Resale Registration Statement
as provided in Section 2.4(a), each prospectus contained in or prepared in connection with any
Resale Registration Statement, and each prospectus furnished pursuant to Section 2.2(a)(iv), as
then amended or supplemented, will conform in all material respects to the applicable requirements
of the Securities Act and will not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty in this Section 4.1(a) shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in writing to the
Issuer or the Corporation, as the case may be, by or on behalf of the Holder expressly for use
therein in any such Resale Registration Statement, prospectus or supplement.



          (b) The execution, delivery and performance of this Agreement by the Issuer and the
Corporation will not (i) result in a breach or violation of any of the terms and provisions of the
limited liability company agreement of the Issuer or the certificate of incorporation or bylaws of
the Corporation, (ii) constitute a breach or default under any material agreement or contract to
which the Issuer or the Corporation is a party, except where any such foregoing occurrence will not
prevent the consummation of the transactions contemplated herein or would not have a material
adverse effect on either the Issuer and its subsidiaries taken as a whole, or the Corporation and
its subsidiaries taken as a whole, or (iii) result in a violation of any provision of law, statute,
rule, regulation, or any existing applicable decree, judgment or order of any court or governmental
agency or body having jurisdiction over either the Issuer or the Corporation.



          (c) This Agreement has been duly authorized, executed and delivered by the Issuer or the
Corporation, as the case may be.



Section 5

Indemnification and Contributions




     5.1 (a) The Issuer, with respect to information regarding itself, and the Corporation, with
respect to information regarding itself, will severally indemnify and hold harmless the Holder
against any losses, claims, damages or liabilities, joint or several, to which the Holder may
become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any preliminary prospectus, any Resale
Registration Statement or any prospectus, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and will reimburse the
Holder for any legal or other expenses reasonably incurred by the Holder in connection with
investigating or defending any such action or claim as



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such expenses are incurred; provided, however, that the Issuer and the Corporation shall not be
liable in any such case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or alleged omission
made in any preliminary prospectus, any Resale Registration Statement or any prospectus or any such
amendment or supplement in reliance upon and in conformity with written information furnished to
the Issuer or the Corporation by the Holder expressly for use therein.



          (b) The Holder will indemnify and hold harmless the Issuer and the Corporation against any
losses, claims, damages or liabilities, joint or several, to which the Issuer or the Corporation
may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any preliminary prospectus, any Resale
Registration Statement or any prospectus, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any preliminary prospectus, any Resale Registration Statement or
any prospectus or any such amendment or supplement in reliance upon and in conformity with written
information furnished to the Issuer or the Corporation by the Holder expressly for use therein; and
will reimburse the Issuer or the Corporation, as the case may be, for any legal or other expenses
reasonably incurred by the Issuer or the Corporation, as the case may be, in connection with
investigating or defending any such action or claim as such expenses are incurred.



          (c) Promptly after receipt by a party indemnified under subsection (a) or (b) above of notice
of the commencement of any action, such indemnified party shall, if a claim in respect thereof is
to be made against the indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the indemnifying party shall not
relieve it from any liability that it may have to any indemnified party otherwise than under such
subsection and shall not relieve the indemnifying party from any liability that it may have to any
indemnified party under this Agreement unless such failure to give notice actually prejudices the
indemnifying party’s ability to defend the claim. In case any such action shall be brought against
any indemnified party and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the extent that it shall wish,
to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and, after
notice from the indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional



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release of the indemnified party from all liability arising out of such action or claim and (ii)
does not include a statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party.



          (d) If the indemnification provided for in this Section 5 is unavailable to or insufficient to
hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the Issuer, by the
Corporation, and by the Holder, respectively, from the transactions contemplated by this Agreement.
If, however, the allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required under subsection (c)
above and such failure actually prejudiced the indemnifying party’s ability to defend the claim,
then each indemnifying party shall contribute to such amount paid or payable by such indemnified
party in such proportion as is appropriate to reflect not only such relative benefits but also the
relative fault of the Issuer, the Corporation and the Holder in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative benefits received
by the Corporation shall be deemed to include the profit made by the Corporation on the sale of the
Shares to the Holder pursuant to the Purchase Agreement, and the relative benefits received by the
Holder shall be deemed to include the profit made by the Holder on the sale of the Shares pursuant
to the Resale Registration Statement. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the
Issuer, the Corporation or the Holder and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Issuer, the
Corporation and the Holder agree that it would not be just or equitable if contributions pursuant
to this subsection (d) were determined by pro rata allocation or by any other method of allocation
that does not take account of the equitable considerations referred to above in this subsection
(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages
or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation.



          (e) The obligations of the Issuer and the Corporation under this Section 5 shall be in
addition to any liability that the Issuer or the Corporation may otherwise have and shall extend,
upon the same terms and conditions, to each Person, if any, who controls the Holder within the
meaning of the Securities Act; and the obligations of the Holder under this Section 5 shall be in
addition to any liability that the Holder may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Issuer or the Corporation (including any Person
who, with his or her consent, is named in the Resale Registration



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Statement as about to become a director of the Issuer or the Corporation) and to each Person, if
any, who controls the Issuer or the Corporation within the meaning of the Act.



          (f) For purposes of this Section 5 only, the term “Resale Registration Statement” shall mean
the Resale Registration Statement as amended at the time it is declared effective by the
Commission.



Section 6

Miscellaneous




     6.1 Provision of Information. The Holder shall complete and execute all such
questionnaires and other documents as the Issuer or the Corporation shall reasonably request in
connection with any registration of the resale of the Shares pursuant to this Agreement.



     6.2 Injunctions. Irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their specified terms or were
otherwise breached. Therefore, the parties hereto shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the
terms of provisions hereof in any court having jurisdiction, such remedy being in addition to any
other remedy to which they may be entitled at law or in equity.



     6.3 Severability. If any term or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms and
provisions set forth herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that contemplated by such
term or provision.



     6.4 Further Assurances. Subject to the specific terms of this Agreement, the Holder,
the Issuer and the Corporation shall make, execute, acknowledge and deliver such other instruments
and documents, and take all such other actions as may be reasonably required in order to effectuate
the purposes of this Agreement and to consummate the transactions contemplated hereby.



     6.5 Entire Agreement. This Agreement contains the entire understanding of the parties
with respect to the registration rights of the Holder for the Shares and the transactions
contemplated hereby and supersedes all agreements and understandings entered into with respect
thereto prior to the execution hereof, including the Registration Rights Agreement, under which the
Holder has no rights. As between the Issuer, the Partnership and the Corporation, which are the
parties to the Registration Rights Agreement, the Registration Rights Agreement shall continue in
full force and effect without amendment or modification. This Agreement constitutes the consent of
the Issuer, the Partnership and the Corporation to the assignment of registration rights set forth
herein.



     6.6 Amendment. This Agreement may be amended only by an agreement in writing signed
by each of the parties hereto.



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     6.7 Counterparts. For the convenience of the parties hereto, any number of
counterparts of this Agreement may be executed by the parties hereto, but all such counterparts
shall be deemed one and the same instrument.



     6.8 Notices. All notices, consents, requests, demands and other communications
hereunder shall be in writing and shall be given by hand or by mail (return receipt requested) or
sent by overnight delivery service, cable, telegram or facsimile transmission to the parties at the
following addresses or at such other address as shall be specified by the parties by like notice.



          (a) if to the Issuer, to:


Kinder Morgan Management, LLC

500 Dallas Street, Suite 1000

Houston, Texas 77002

Attention: General Counsel

Fax No.: 713-369-9410



          (b) if to the Partnership, to:


Kinder Morgan Energy Partners, L.P.

c/o Kinder Morgan Management, LLC,

the delegate of its General Partner

500 Dallas Street, Suite 1000

Houston, Texas 77002

Attention: General Counsel

Fax No.: 713-369-9410



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          (c) if to the Corporation, to:


Kinder Morgan, Inc.

500 Dallas Street, Suite 1000

Houston, Texas 77002

Attention: General Counsel

Fax No.: 713-369-9410



          (d) if to the Holder, to:


Tortoise Energy Infrastructure Corporation

10801 Mastin Boulevard, Suite 222

Overland Park, Kansas 66210

Attention: David Schulte

Fax No.: 913-345-2763



          with a copy to:


Blackwell Sanders Peper Martin LLP

4801 Main Street

Suite 1000

Kansas City, Missouri 64112

Attention: Steven F. Carman

Fax No.: 816-983-8080



Notice so given shall, in the case of notice so given by mail, be deemed to be given and received
on the third business day after posting, in the case of notice so given by overnight delivery
service, on the day after notice is deposited with such service, and in the case of notice so given
by cable, telegram, facsimile transmission or, as the case may be, personal delivery, on the date
of actual delivery.



     6.9 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES WHICH
MIGHT REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.



     6.10 Successors and Assigns. This Agreement shall be binding upon and shall inure to
the benefit of and be enforceable by and against the successors and permitted assigns of the
parties hereto. Except with the consent of the other parties, which may be withheld at the sole
discretion of a party, the parties may not assign their rights or obligations under this Agreement.
Any attempted assignment or delegation prohibited hereby shall be void. No purchaser of Shares
from the Holder shall be deemed to be a successor or permitted assign by reason of such purchase.



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     6.11 Parties in Interest. Except as otherwise specifically provided herein, nothing
in this Agreement expressed or implied is intended or shall be construed to confer any right or
benefit upon any Person, firm or corporation other than the Holder, the Corporation, the
Partnership and the Issuer and their respective successors and permitted assigns.



(The signature page follows.)




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     IN WITNESS WHEREOF, each of the Corporation, the Partnership, the Issuer and the Holder has
caused this Agreement to be duly executed as of the date first above written.



	 	 	 
	

	 	Kinder Morgan, Inc.
	 
	 	 
	

	 	By:                                                            
	

	 	Name: Kim Allen
	

	 	Title: Treasurer






	 	 	 	 	 	 	 	 	 
	 	 	Kinder Morgan Energy Partners, L.P.
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	Kinder Morgan G.P., Inc.,	 	 
	

	 	 	 	 	 	     its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	By:
	 	Kinder Morgan Management, LLC,	 	 
	

	 	 	 	 	 	     its delegate	 	 






	 	 	 
	

	 	By:                                                             
	

	 	Name: Kim Allen
	

	 	Title: Treasurer
	 
	 	 
	

	 	Kinder Morgan Management, LLC
	 
	 	 
	

	 	By:                                                            
	

	 	Name: Kim Allen
	

	 	Title: Treasurer
	 
	 	 
	

	 	Tortoise Energy Infrastructure Corporation
	 
	 	 
	

	 	By:                                                            
	

	 	Name: David J. Schulte
	

	 	Title: President and Chief Executive Officer







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