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<br />WHEN RECORDED MAIL. TO: Debbie Goble, Kinder Morgan, Inc., 370 Van Gordon Street, Lakewood, Colorado 80228.
<br />GENERAL CONVEYANCE, ASSIGNMENT, AND BILL OF SALE
<br />THE STATE OF NEBRASKA
<br />COUNTY OF HALL
<br />THIS GENERAL CONVEYANCE, ASSIGNMENT, AND BILL OF SALE
<br />(this "General Conveyance") is executed on May 30 2012 (the "Effective Time") by and
<br />among KINDER MORGAN, INC., a Delaware corporation with an address of 500 Dallas, Suite
<br />1000, Houston, Texas 77002 (formerly known as K N Energy, Inc., also formerly known as
<br />Kansas-Nebraska Natural Gas Company, Inc. (successor in interest to North Central Gas
<br />Company and successor in interest to Nebraska Natural Gas Company), also formerly known as
<br />Kansas Pipe Line & Gas Company and successor in interest to Northern Gas Company
<br />(successor in interest to Northern Utilities, Inc.) ("ASSIGNOR") and KINDER MORGAN
<br />INTERSTATE GAS TRANSMISSION LLC, a Colorado limited liability company with an
<br />address of 370 Van Gordon Street, Lakewood, Colorado 80228 ("ASSIGNEE").
<br />1. NOW, THEREFORE, for good and valuable consideration, the receipt and
<br />sufficiency of which are hereby acknowledged and confessed, ASSIGNOR hereby conveys,
<br />delivers, assigns, and transfers to ASSIGNEE, effective as of the Effective Time, all of
<br />ASSIGNOR's right, title and interest in and to, together with all privileges appurtenant thereto,
<br />including, but not limited to, all fixtures, pipelines and improvements located thereon, the assets
<br />listed and more particularly described on Exhibit A attached hereto and made a part hereof (the
<br />"Subject Assets").
<br />TO HAVE AND TO HOLD the Subject Assets unto ASSIGNEE, its successors and assigns
<br />forever.
<br />2. Subject to and in accordance with the terms and conditions of this General
<br />Conveyance, ASSIGNEE hereby assumes all of the liabilities of ASSIGNOR under the Subject
<br />Assets. ASSIGNEE hereby agrees to indemnify and hold harmless ASSIGNOR, and each of its
<br />current, former and future officers, directors, employees, agents and affiliates, and each of the
<br />successors, heirs and executors of any of the foregoing, from any claim, damage, liability or
<br />) LI l CP
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