KINDER MORGAN ENERGY PARTNERS, L.P. AND SUBSIDIARIES EXHIBIT 10.1 FIRST AMENDMENT TO Credit Agreement DATED AS OF JUNE 23, 2010 AMONG Kinder Morgan Energy Partners, L.P., as the Company, Kinder Morgan Operating L.P. B, as the Subsidiary Borrower, The Lenders Party Hereto, Wells Fargo Bank, National Association, as the Administrative Agent, Bank of America, N.A. Citibank, N.A. AND JPMorgan Chase Bank, N.A., as the Syndication Agents AND DnB NOR Bank ASA, New York Branch, as the Documentation Agent _____________________________________________ WELLS FARGO SECURITIES, LLC BANC OF AMERICA SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES LLC., as the Joint Lead Arrangers and the Joint Book Managers

The Lenders Party Hereto,

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 1, 2011, is among:

(a)           Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the “Company”);

(b)           Kinder Morgan Operating L.P. “B”, a Delaware limited partnership (the “Subsidiary Borrower”);

(c)           the banks and other financial institutions listed on the signature pages hereof under the caption “Lender” (collectively, the “Lenders”); and

(d)           Wells Fargo Bank, National Association, a national banking association, individually as a Lender and as administrative agent for the Lenders (in such latter capacity, the “Administrative Agent”).

 

A.           The Company, the Subsidiary Borrower, the Lenders, the Administrative Agent, and the other agents named therein, have entered into a Credit Agreement dated as of June 23, 2010 (the “Credit Agreement”).

B.           All capitalized terms defined in the Credit Agreement and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Company, the Subsidiary Borrower, the Lenders, and the Administrative Agent hereby agree as follows:

SECTION 1. Amendments to Article I of the Credit Agreement.

(a) Section l.01 of the Credit Agreement is amended to add the following defined term “First Amendment” in its proper alphabetical order:

“First Amendment” means the First Amendment to Credit Agreement dated as of July 1, 2011, among the Company, the Subsidiary Borrower, the Lenders party thereto and the Administrative Agent.

 

(b) The definition of the term “Applicable Margin” contained in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows:

“‘Applicable Margin’ means, as to any ABR Borrowing  or any LIBOR Borrowing, as the case may be, at any time and from time to time, a percentage per annum equal to the applicable percentage set forth below for the corresponding Performance Level set forth below:

 

Performance Level	LIBOR Borrowings Applicable Margin Percentage	ABR Borrowings Applicable Margin Percentage
I	0.975%	0.00%
II	1.075%	0.075%
III	1.300%	0.300%
IV	1.375%	0.375%
V	1.450%	0.450%

The Applicable Margin shall be determined by reference to the Performance Level in effect from time to time, and any change in the Applicable Margin shall be effective from the effective date of the change in the applicable Performance Level giving rise thereto.”.

 

(c) The definition of the term “Commitment” contained in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows:

“‘Commitment’ means, with respect to each Lender, the commitment of such Lender to make Committed Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) reduced in its entirety pursuant to Section 2.21, (c) increased pursuant to Section 2.01 or (d) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.05.  The amount of each Lender’s Commitment is set forth on Annex I to the First Amendment, or in the Register maintained by the Administrative Agent pursuant to Section 10.05.”.

 

(d) The definition of the term  “Facility Fee Rate” contained in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows:

“‘Facility Fee Rate’” means at any time and from time to time, a percentage per annum equal to the applicable percentage set forth below for the corresponding Performance Level set forth below:

 

Performance Level	Facility Fee Rate
I	.150%
II	.175%
III	.200%
IV	.250%
V	.300%

The Facility Fee Rate shall be determined by reference to the Performance Level in effect from time to time and any change in the Facility Fee Rate shall be effective from the effective date of the change in the applicable Performance Level giving rise thereto.”.

 

 

(e) The definition of the term “Stated Maturity Date” contained in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows:

“‘Stated Maturity Date’ means July 1, 2016.”.

 

SECTION 2. Amendments to Section II of the Credit Agreement.

(a)           Section 2.01(b) of the Credit Agreement is amended by deleting the dollar amount $2,300,000,000 from clause (ii) of the proviso thereto and substituting the dollar amount $2,500,000,000 therefor.

(b)           Section 2.06(d) of the Credit Agreement is amended by deleting the date June 23, 2014 from clause (ii) and substituting the date July 1, 2017 therefor.

SECTION 3. Amendment to Schedule 1.01 of the Credit Agreement.

Schedule 1.01 to the Credit Agreement is amended and restated to read in its entirety as set forth on Annex I hereto.

SECTION 4. Conditions of Effectiveness»

.  This Amendment shall become effective when, and only when:

(a) the Company, the Subsidiary Borrower and all of the Lenders shall have executed a counterpart hereof and delivered the same to the Administrative Agent or, in the case of any Lender as to which an executed counterpart hereof shall not have been so delivered, the Administrative Agent shall have received written confirmation by telecopy or other similar writing from such Lender of execution of a counterpart hereof by such Lender;

(b) the Administrative Agent shall have received a certificate of an officer and of the secretary or an assistant secretary of the Delegate, certifying, inter alia (1) true and complete copies of each of the limited liability company agreement of the Delegate, the certificate of incorporation, as amended and in effect, of the General Partner, the partnership agreements, each as amended and in effect, of the Borrowers, the bylaws, as amended and in effect, of the General Partner, or alternatively certifying that there has been no amendments to or other modifications of any such document since June 23, 2010, (2) true and complete copies of the resolutions adopted by the Board of Directors of the Delegate,  (i) authorizing the execution, delivery and performance by each Borrower of this Amendment and, in the case of the Company, the Borrowings to be made and the Letters of Credit to be under the Credit Agreement, as amended by this Amendment, (ii) approving the form this Amendment and (iii) authorizing officers of the Delegate to execute and deliver this Amendment, and (3) the incumbency and specimen signatures of the officers of the Delegate executing any documents on its behalf; and

(c) the Administrative Agent shall have received a favorable, signed opinion addressed to the Administrative Agent and the Lenders from Bracewell & Giuliani LLP, counsel to the Borrowers, the General Partner and the Delegate, given upon the express instruction of such Persons.

SECTION 5. Representations and Warranties True; No Default or Event of Default»

.  Each Borrower makes for itself, and the Company makes for itself and the Subsidiary Borrower, the following representations and warranties to the Administrative Agent and the Lenders: that after giving effect to the execution and delivery of this Amendment: (a) the representations and warranties set forth in Article IV of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of, and as if such representations and warranties were made on, the date hereof (unless any such representation and warranty expressly relates to an earlier date in which event such representation and warranty is true and correct as of such date); and (b) no event has occurred and is continuing that constitutes either a Default or an Event of Default.

SECTION 6. Reference to the Credit Agreement and Effect on the Notes and Other Documents Executed Pursuant to the Credit Agreement.

(a) Upon the effectiveness of this Amendment each reference in the Credit Agreement to “this Agreement,” “hereunder,” “herein,” “hereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby.

(b) Upon the effectiveness of this Amendment each reference in the Notes and the other documents and agreements delivered or to be delivered pursuant to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended hereby.

(c) The Credit Agreement and the Notes and other documents and agreements delivered pursuant to the Credit Agreement, as modified by this Amendment, shall remain in full force and effect and are hereby ratified and confirmed.

SECTION 7. Execution in Counterparts»

. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

SECTION 8. GOVERNING LAW; BINDING EFFECT»

. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND APPLICABLE FEDERAL LAW AND SHALL BE BINDING UPON THE COMPANY, THE SUBSIDIARY BORROWER, THE ADMINISTRATIVE AGENT, THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

SECTION 9. Headings»

. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

SECTION 10. ENTIRE AGREEMENT»

. THIS AMENDMENT, THE CREDIT AGREEMENT (INCLUDING THE EXHIBITS AND SCHEDULES THERETO), AS AMENDED HEREBY, AND THE OTHER LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE COMPANY, THE SUBSIDIARY BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR PROPOSALS, AGREEMENTS AND UNDERSTANDINGS RELATING TO SUCH SUBJECT MATTER.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed effective as of the date first stated herein, by their respective officers thereunto duly authorized.

KINDER MORGAN ENERGY PARTNERS, L.P., as the Company

By:         Kinder Morgan G.P., Inc.,

its General Partner

By:         Kinder Morgan Management, LLC,

its Delegate

By: /s/ Kimberly A. Dang

Name: Kimberly A. Dang

Title: Vice President and Chief Financial Officer

KINDER MORGAN OPERATING L.P. “B”

as the Subsidiary Borrower

By:         Kinder Morgan G.P., Inc.,

its General Partner

By:         Kinder Morgan Management, LLC,

its Delegate

By: /s/ Kimberly A. Dang

Name: Kimberly A. Dang

Title: Vice President and Chief Financial Officer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent and as a Lender

By: /s/ Mark Oberreuter

Name: Mark Oberreuter

Title: Vice President

BANK OF AMERICA, N.A.,

as a Lender

By: /s/ Stephen J. Hoffman

Name: Stephen J. Hoffman

Title: Managing Director

CITIBANK, N.A.,

as a Lender

By: /s/ Todd Mogil

Name: Todd Mogil

Title: Vice President

JPMORGAN CHASE BANK, N.A.

as a Lender

By: /s/ Stephanie Balette

Name: Stephanie Balette

Title: Authorized Officer

DnB NOR BANK ASA,

as a Lender

By: /s/ Mark Dennes

Name: Mark Dennes

Title: Senior Vice President

DnB NOR BANK ASA,

as a Lender

By: /s/ Evan Uhlick

Name: Evan Uhlick

Title: Vice President

BARCLAYS BANK PLC,

as a Lender

By: /s/ Michael Mozer

Name: Michael Mozer

Title: Vice President

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

By: /s/ Nupur Kumar

Name: Nupur Kumar

Title: Vice President

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

By: /s/ Rahul Parmar

Name: Rahul Parmar

Title: Associate

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By: /s/ Philippe Sandmeier

Name: Philippe Sandmeier

Title: Managing Director

By: /s/ Edward D. Herko

Name: Edward D. Herko

Title: Director

GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender

By: /s/ Mark Walton

Name: Mark Walton

Title: Authorized Signatory

MORGAN STANLEY BANK, N.A.,

as a Lender

By: /s/ Melissa James

Name: Melissa James

Title: Authorized Signatory

ROYAL BANK OF CANADA,

as a Lender

By: /s/ Jason S. York

Name: Jason S. York

Title: Authorized Signatory

SUNTRUST BANK,

as a Lender

By: /s/ Andrew Johnson

Name: Andrew Johnson

Title: Director

THE ROYAL BANK OF SCOTLAND plc,

as a Lender

By: /s/ Steve Ray

Name: Steve Ray

Title: Authorised Signatory

UBS AG, STAMFORD BRANCH,

as a Lender

By: /s/ Irja R. Otsa

Name: Irja R. Otsa

Title: Associate Director

By: /s/ Mary E. Evans

Name: Mary E. Evans

Title: Associate Director

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender

By: /s/ William S. Rogers

Name: William S. Rogers

Title: Authorized Signatory

COMPASS BANK,

as a Lender

By: /s/ Greg Determann

Name: Greg Determann

Title: Senior Vice President

ING CAPITAL LLC,

as a Lender

By: /s/ Subha Pasumarti

Name: Subha Pasumarti

Title: Director

NATIXIS,

as a Lender

By: /s/ Louis P. Laville, III

Name: Louis P. Laville, III

Title: Managing Director

By: /s/ Daniel Payer

Name: Daniel Payer

Title: Managing Director

REGIONS BANK,

as a Lender

By: /s/ William W. Brown

Name: William W. Brown

Title: Senior Vice President

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

By: /s/ Hiroshi Higuma

Name: Hiroshi Higuma

Title: Joint General Manager

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By: /s/ Heather A. Han

Name: Heather A. Han

Title: Senior Vice President

Wells Fargo Bank, National Association		$	160,000,000.00
Bank of America, N.A			150,000,000.00
Citibank, N.A			150,000,000.00
JPMorgan Chase Bank, N.A			150,000,000.00
DnB NOR Bank ASA			150,000,000.00
Barclays Bank PLC			150,000,000.00
Credit Suisse AG, Cayman Islands Branch			110,000,000.00
Deutsche Bank AG New York Branch			110,000,000.00
Goldman Sachs Lending Partners LLC			110,000,000.00
Morgan Stanley Bank, N.A. (Morgan Stanley MUFG Loan Partners, LLC)			110,000,000.00
Royal Bank of Canada:			110,000,000.00
SunTrust Bank			110,000,000.00
The Royal Bank of Scotland plc			110,000,000.00
UBS AG, Stamford Branch			110,000,000.00
The Bank of Tokyo-Mitsubishi UFJ, Ltd. (Morgan Stanley MUFG Loan Partners, LLC)			110,000,000.00
Compass Bank			50,000,000.00
ING Capital LLC			50,000,000.00
Natixis			50,000,000.00
Regions Bank			50,000,000.00
Sumitomo Mitsui Banking Corporation			50,000,000.00
U.S. Bank National Association			50,000,000.00
TOTAL		$	2,200,000,00.00