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<br />PREPARED BY: Aaron P. Roffwarg, Bracewell & Giuliani LLP, 711 Louisiana, Suite 2300, Houston, Texas 77002,
<br />Tel. (713) 221-1427 AND WHEN RECORDED MAIL TO: Debbie Goble, Kinder Morgan, Inc" 370 Van Gordon Street,
<br />Lakewood, Colorado 80228. R~-t E~,f
<br />
<br />GENERAL CONVEYANCE, ASSIGNMENT, AND BILL OF SALE
<br />
<br />State of Nebraska }
<br />}
<br />County of Hall }
<br />
<br />THIS GENERAL CONV~)tt}CE, ASSIG 0 BILL OF SALE (this "General
<br />Convevance") is;,x$9ted on this~ day of , 2008, buJ: is made effective for all
<br />purposes as of A. · AM Central Time on th 'C# ,2007 (the "Effective
<br />Time") by and among KNIGHT INC.. a Kansas corporati n with an address of 370 Van Gordon, P. O. Box
<br />281304, Lakewood, Colorado 80228-8304 (formerly known as Kinder Morgan, Inc., also formerly known
<br />as K N Energy, Inc., also formerly known as Kansas Nebraska Natural Gas Company, Inc., also formerly
<br />known as Kansas Pipeline & Gas Co., and successor in interest to Northern Gas Company, by merger)
<br />("ASSIGNOR") and SOURCE GAS DISTRIBUTION LLC, a Delaware limited liability company with an
<br />address of 370 Van Gordon, Lakewood, Colorado 80228 ("ASSIGNEE").
<br />
<br />1. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
<br />which are hereby acknowledged and confessed, ASSIGNOR hereby conveys, delivers, assigns, and
<br />transfers to ASSIGNEE, effective as of the Effective Time, regardless of the date of execution, all of
<br />ASSIGNOR's right, title and interest in and to, together with all privileges appurtenant thereto, including,
<br />but not limited to, all fixtures, pipelines and improvements located thereon, the assets listed and more
<br />particularly described on "Exhibit A" attached hereto and made a part hereof (the "Subiect Assets").
<br />
<br />TO HAVE AND TO HOLD the Subject Assets unto ASSIGNEE, its successors and assigns forever.
<br />
<br />2. Subject to and in accordance with the terms and conditions of this General Conveyance,
<br />ASSIGNEE hereby assumes all of the liabilities of ASSIGNOR under the Subject Assets.
<br />
<br />3. ASSIGNEE acknowledges that in accepting this General Conveyance, ASSIGNEE has
<br />relied solely on the terms and conditions and representations, warranties, and covenants contained in this
<br />General Conveyance.
<br />
<br />4. This General Conveyance shall be binding upon and inure to the benefit of the respective
<br />designees, successors and permitted assigns of the ASSIGNOR and ASSIGNEE, and may be executed
<br />in a number of identical counterparts, each of which for all purposes is to be deemed as original, and all
<br />of which constitute, collectively, one instrument.
<br />
<br />HOUSTON\2037941.2
<br />
<br />~MEMO' Inci." as Fss;;l"rr>e..r - no-/:
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