NEW LOAN INCREASE JOINDER

NEW LOAN INCREASE JOINDER, dated as of January 26, 2016 (this “Agreement”), by and among each financial institution signatory to this Agreement as a “Lender” (each, a “New Lender” and, collectively, the “New Lenders”), Kinder Morgan, Inc., a Delaware corporation (the “Borrower”), each guarantor signatory to this Agreement (each, a “Guarantor”), and Barclays Bank PLC, as Administrative Agent in such capacity (the “Administrative Agent”).

WHEREAS, reference is hereby made to the Revolving Credit Agreement, dated as of September 19, 2014 (as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto, Barclays Bank PLC as Administrative Agent, and the other parties thereto (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement); and

WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may establish New Commitments by, among other things, entering into one or more New Loan Increase Joinders with New Lenders;

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Each New Lender party hereto hereby agrees to commit to provide its respective New Commitment, as set forth opposite its name on Schedule A annexed hereto, on the terms and subject to the conditions set forth below.

Each New Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Syndication Agent, any Documentation Agent, any other New Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a New Lender.

Each New Lender hereby agrees to make its respective Commitment on the following terms and conditions:

1.    Proposed Increase to Revolving Facility. This Agreement represents the Borrower’s request to increase the Total Commitment pursuant to Section 2.21 of the Credit Agreement through New Commitments from the New Lenders as follows (the “Proposed Commitment Increase”):

(a)     Business Day of Proposed Commitment Increase: January 26, 2016             (the “Increased Amount Date”)

        

(b)     Amount of Proposed Commitment Increase: $1,000,000,000.

2.    Acknowledgment and Agreement. To the extent not constituting a “Lender” under the Credit Agreement prior to giving effect to this Agreement, each New Lender acknowledges and agrees that upon its execution of this Agreement that such New Lender shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

3.    Credit Agreement Governs: Commitments and New Commitments.

(a)    The New Commitments shall have the same terms and conditions as those of the Commitments existing prior to the Increased Amount Date and shall be subject to the provisions of the Credit Agreement and the other Loan Documents. No increase of the Commitments pursuant to the New Commitments increases the LC Sublimit or the sublimit for Swingline Loans set forth in the Credit Agreement prior to giving effect to the New Commitments.

(b)    On the Increased Amount Date, (a) each of the Lenders with Commitments shall assign to each New Lender and each of the New Lenders shall purchase from each of the Lenders with Commitments, at the principal amount thereof (together with accrued interest), such interests in the Committed Loans outstanding on the Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Committed Loans will be held by existing Lenders with Committed Loans and New Lenders ratably in accordance with their Commitments after giving effect to the addition of such New Commitments to the Total Commitment and (b) each New Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder (a “New Loan”) shall be deemed, for all purposes, a Committed Loan. From the Increased Amount Date to the Maturity Date, all Committed Loans shall be made in accordance with the Commitments of the Lenders after giving effect to the New Commitments.

4.    Borrower’s Certifications. By its execution of this Agreement, the undersigned officer of the Borrower, to the best of his or her knowledge, hereby certifies that:

5.    Borrower Covenants. By its execution of this Agreement, Borrower hereby covenants that:

    

Administrative Agent and the Lenders (other than any Defaulting Lender), in connection with the New Commitments;

(i)     a certificate of the Borrower dated as of the Increased Amount Date signed by an officer and the secretary or assistant secretary of the Borrower certifying and attaching the resolutions adopted by the Borrower approving or consenting to the New Commitments;

(ii)    a certificate of appropriate officials as to the existence and good standing of the Borrower; and

(iii)    signed opinion, dated as of the Increased Amount Date, addressed to the Administrative Agent and the New Lenders from legal counsel to the Borrower covering the matters reasonably requested by the Administrative Agent.

6.    Reaffirmation. Each Guarantor agrees and reaffirms that its guarantee of all obligations, liabilities and indebtedness of the other Loan Parties under the Guarantee shall extend to cover the New Commitments and all Loans, interest thereon and fees and expenses and the other Obligations in respect thereof pursuant to the terms of the Guarantee.

7.    Consents. The Administrative Agent, the Swingline Lender and the Issuing Banks have consented to each New Lender on or prior to the date hereof.

8.    Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

(a)    As used in Section 8(b) of this Agreement, the following terms shall have the meanings specified below:

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA

Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(b)     Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

ii.    the effects of any Bail-in Action on any such liability, including, if applicable:

(c)    Pursuant to the authorization given in Section 2.21(c) of the Credit Agreement to effect those amendments to the Credit Agreement as may be necessary or appropriate, to effect the provisions of Section 2.21, clause (d) of the definition of “Defaulting Lender” in Section 1.01 of the Credit Agreement is hereby amended by renumbering clause “(d)(ii)” as clause “(iii)” and adding a new clause “(d)(ii)” to read as follows: “(ii) become the subject of a Bail-in Action, or”.

9.    Notice. For purposes of the Credit Agreement, the initial notice address of each New Lender that is not a Lender under the Credit Agreement shall be as set forth below its signature below.

10.    Tax Forms. For each relevant New Lender, delivered herewith to the Administrative Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such New Lender may be required to deliver to the Administrative Agent pursuant to Section 2.16(g) of the Credit Agreement.

11.    Recordation of the New Revolving Credit Commitments. Upon execution and delivery hereof, the Administrative Agent will record the New Commitments made by each New Lender in the Register.

12.    Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

13.    Entire Agreement. This Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

14.    GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

15.    Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

16.    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.