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Kinder Morgan Energy Partners LP – ‘8-K’ for 8/7/97 – EX-10.1

As of:  Friday, 8/29/97   ·   For:  8/7/97   ·   Accession #:  1014108-97-50   ·   File #:  1-11234

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/29/97  Kinder Morgan Energy Partners LP  8-K:7       8/07/97    4:110K                                   Stinson Leonard...LLP/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Current Report Dated August 7, 1997           3      9K 
 2: EX-1        Underwriting Agreement                                34    120K 
 3: EX-10.1     Agreement to Purchase Units                            4     16K 
 4: EX-10.2     Amended and Restated Agreement to Purchase Units       4     16K 

EX-10.1   —   Agreement to Purchase Units

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AGREEMENT TO PURCHASE UNITS This Agreement to Purchase Units is entered into as of August 7, 1997 among Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Issuer"), and the persons listed on Schedule A hereto (the "Purchasers"). R E C I T A L S Issuer desires to sell, and Purchasers desire to purchase 150,000 of the Issuer's Common Units on the terms and conditions contained in this Agreement. The parties hereby agree as follows: 1. Issuer agrees to sell to Purchasers, effective upon receipt by Issuer of the purchase price therefor, as provided by paragraph 3 below, a total of 150,000 of its Common Units at a purchase price of $65.50 per Unit for an aggregate purchase price of $9,825,000 (the "Purchase Price"). The number of Common Units to be purchased by each Purchaser is set forth on Schedule A. Purchasers agree to purchase the Units for the Purchase Price. 2. Purchasers acknowledge receipt of the Issuer's Prospectus dated June 26, 1997 (the "Prospectus") relating to the sale of the Common Units and Issuer acknowledges and agrees that Purchasers are relying on the information contained therein. 3. Issuer shall promptly apply for listing of the 150,000 Common Units on the New York Stock Exchange. Upon receipt by Issuer of approval from the New York Stock Exchange of such application, Issuer shall immediately give written notice to Conseco Capital Management, Inc. ("CCM") on behalf of the Purchasers of such approval (the "Approval Notice") and instruct First Chicago Trust Company of New York, its transfer agent, to issue promptly a Common Unit certificate to each Purchaser for the number of Common Units set forth opposite such Purchaser's name and to deliver such Common Units to Conseco Capital Management, Inc., 11825 North Pennsylvania Street, Carmel, Indiana 46032, Attention: Thomas Pence or as otherwise provided on Schedule A. Upon receipt of the Certificates, Purchasers shall immediately wire transfer the Purchase Price to Issuer at the following account: First Union National Bank of North Carolina for the account of Kinder Morgan Energy Partners, L.P., account number 2000001098637, ABA routing number 053000219. If CCM has not received the Approval Notice within 10 business days from the date hereof, CCM shall have the right, at any time and from time to time prior to CCM's receipt of the Approval Notice, to terminate this Agreement on behalf of any or all of the Purchasers and thereafter neither Issuer nor the terminating Purchasers shall have any further rights, obligations or liabilities to each other under this Agreement. 1
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4. Each Purchaser hereby agrees to become a Limited Partner of Issuer and to be bound by all of the terms and conditions of the Amended and Restated Agreement of Limited Partnership of Issuer, as amended (the "Partnership Agreement"), including without limitation the granting to the General Partner of Issuer the power of attorney provided for in Section 1.4 of the Partnership Agreement. 5. Issuer represents and warrants to each Purchaser and their respective successors and assigns that (a) (prior to the purchase and sale contemplated hereunder) 6,510,000 Common Units of the Issuer are outstanding, (b) when purchased by the Purchasers as provided herein, the 150,000 Common Units shall be (i) duly and validly issued, (ii) on the assumption that the Purchasers take no part in the control of Issuer's business and otherwise act in conformity with the provisions of the Issuer's Amended and Restated Agreement of Limited Partnership regarding control and management of the Issuer (Articles VI and VII), fully paid and nonassessable and (iii) free from any liens or encumbrances or rights of others (other than any liens, encumbrances or rights created by the Purchasers), (c) the Common Units to be purchased by the Purchasers have been registered under the Securities Act of 1933, as amended, pursuant to the Issuer's Registration Statement on Form S-3 (File No. 333-25997), which was declared effective on June 26, 1997 and (d) no registrations under any state securities laws are required in connection with the transactions contemplated by this Agreement. 6. Each Purchaser agrees that, except for offers, sales or dispositions to affiliates of such Purchaser, for a period of 90 days from the date of this Agreement, it will not, without the Issuer's prior written consent, offer, sell, contract to sell, or otherwise dispose of, any of the Common Units purchased pursuant to this Agreement. After the expiration of such 90 day period and prior to August 7, 1998, each Purchaser agrees that, except for offers, sales or dispositions to affiliates of such Purchaser, it will not, without the Issuer's prior written consent, offer, sell, contract to sell, or otherwise dispose of, on any trading day more than that number of Common Units equal to one-third of the average daily trading volume of the Common Units on the New York Stock Exchange for the 30 trading days preceding such trading day. Any such transferee affiliate shall agree to be bound by the terms of this paragraph 6 as if it were a Purchaser hereunder. 7. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. 8. This Agreement shall be governed by the laws of the State of Texas, without giving effect to the principles of conflict of laws of such State. 9. Each person executing this Agreement represents that it has the power and authority to execute this Agreement. 2
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10. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Issuer and CCM on behalf of the Purchasers. No agreements or representations, oral or otherwise, expressed or implied, with respect to the subject matter of this Agreement have been made by either party that are not set forth expressly in this Agreement or the Prospectus. 11. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be executed as of the date specified above. KINDER MORGAN ENERGY PARTNERS, L.P. By: Kinder Morgan G.P., Inc. Its General Partner By: /s/ Thomas B. King Name: Thomas B. King Title: President & CEO CONSECO CAPITAL MANAGEMENT, INC. Attorney-in-fact for each of the Purchasers listed on Schedule A By: /s/ Thomas J. Pence Name: Thomas J. Pence Title: V.P. Investments 3
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SCHEDULE A Salkeld & Co. Seigler & Co. FBO: Conseco Series Trust- FBO: National City Bank Common Stock, 99848 Cleveland, BS71927-03 Bankers Trust Company Chase Manhattan Bank 16 Wall Street 4 NY Plaza 4th Floor, Window 62 Ground Floor, Receiving Tax ID#: 136065491 Window 90,600 shares, net amount of Tax ID#: 13-3641527 $5,934,300 17,450 shares, net amount $1,142,975 Salkeld & Co. Hare & Co. FBO: Conseco Series Trust- FBO: Indianapolis Symphony Asset Allocation, 99849 Orchestra, 2835622615 Bankers Trust Company Bank of New York 16 Wall Street One Wall Street 4th Floor, Window 62 3rd Floor, Window A Tax ID#: 136065491 FAO: Bank One Trust Co. 6,200 shares, net amount 016084 $406,100 Tax ID#: 136062916 2,750 shares, net amount $180,125 Hare & Co. Hare & Co. FBO: Conseco Fund Group- FBO: Conseco Fund Group- Equity, 069171 Asset Allocation, 069170 Bank of New York Bank of New York One Wall Street One Wall Street 3rd Floor, Window A 3rd Floor, Window A Tax ID#: 136062916 Tax ID#: 136062916 29,800 shares, net amount 3,200 shares, net amount $1,951,900 $209,600

Dates Referenced Herein

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
8/7/982None on these Dates
Filed on:8/29/97
For Period End:8/7/971
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Filing Submission 0001014108-97-000050   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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