172-05 TX 10/2015 Kinder Morgan Operation, LLC

Permit Class Permit Number
TRANSFER 172-05
STATE OF NORTH CAROLINA
Department of Environmental Quality
and RECEIVED CO
Coastal Resources Commission Ay
krmit
DEC 0 7 2015
for DCM- MHD CITY
X Major Development in an Area of Environmental Concern
pursuant to NCGS I I3A-118
X Excavation and/or filling pursuant to NCGS 113-229
Issued to Kinder Morgan Operation, LLC, 1500 Greenleaf Street, Charleston, SC 29405
Authorizing development in New Nannver County at adj. to the Cape Fear River, at 3340 River Road in
Wilmington,NC, as requested in the permittee's application letter dated 06/30/15.
This permit, issued on October 9,2015 , is subject to compliance with the application (where consistent
with the permit), all applicable regulations, special conditions and notes set forth below. Any violation of these terms may
be subject to fines, imprisonment or civil action; or may cause the permit to be null and void.
1) This transfer must be attached to copies of the following attached permit documents,which includes all
application forms and workplan drawings:
a. The Transfer/Minor Modification of Permit No. 172-05, issued to VOPAK Terminal Wilmington Inc.,
on 07/15/09;
b. The Minor Modification issued on 10/09/09.
2) Copies of all referenced documents shall be readily available on site when a Division representative inspects the
project for compliance. In accepting this transfer, the new permittee agrees that all conditions and stipulations of
the active permit remain in force.
NOTE: A transfer application processing fee of$100 was received by DCM for this project.
This permit action may be appealed by the permittee or Signed by the authority of the Secretary of DEQ and the
other qualified persons within twenty (20) days of the issuing Chairman of the Coastal Resources Commission.
date.
This permit must be accessible on-site to Department
personnel when the project is inspected for compliance. Braxton C. Davis, Director
Any maintenance work or project modification not covered 1v1si0n of Coastal Management
hereunder requires further Division approval.
All work must cease when the permit expires on This permit and its conditions are hereby accepted.
December 31,2016
In issuing this permit, the State of North Carolina agrees ( ,
that your project is consistent with the North Carolina Coastal t Signature of Permittee
Management Program.

North Carolina Department of Environmental Quality
Pat McCrory Donald R. van der Vaart
Governor Secretary
October 13,2015
Kinder Morgan Operation,LLC
1500 Greenleaf Street
Charleston, SC 29405
Dear Sir or Madam:
The enclosed permit constitutes authorization under the Coastal Area Management Act,and where
applicable,the State Dredge and Fill Law,for you to proceed with your project proposal.The original(buff-
colored form)is retained by you and it must be available on site when the project is inspected for
compliance.Please sign both the original and the copy and return the copy to this office in the enclosed
envelope. Signing the permit and proceeding means you have waived your right of appeal described below.
If you object to the permit or any of the conditions,you may request a hearing pursuant to NCGS
113A-121.1 or 113-229.Your petition for a hearing must be filed in accordance with NCGS Chapter 150B
with the Office of Administrative Hearings, 6714 Mail Service Center,Raleigh,NC 27611-6714,(919)733-
2698 within twenty(20)days of this decision on your permit.You should also be aware that another
qualified party may submit an objection to the issuance of this permit within twenty(20)days.
The project plan is subject to those conditions appearing on the permit form. Otherwise,all work
must be carried out in accordance with your application.Modifications,time extensions, and future
maintenance requires additional approval.Please read your permit carefully prior to starting work and review
all project plans,as approved. If you are having the work done by a contractor, it would be to your benefit to
be sure that he fully understands all permit requirements.
From time to time,Department personnel will visit the project site.To facilitate this review,we
request that you complete and mail the enclosed Notice Card just prior to work initiation.However,if
questions arise concerning permit conditions, environmental safeguards,or problem areas,you may contact
Department personnel at any time for assistance.By working in accordance with the permit,you will be
helping to protect our vitally important coastal resources.
Sincerely,
C�tol� vIL
Douglas V.HuggetT
Major Permits and Consistency Manager
N.C. Division of Coastal Management
Enclosure
400 Commerce Ave.,Morehead City,NC 28557
Phone:[phone] FAX:[phone] Internet:www.nccoastalmanagement.net
An Equal Opportunity V Affirmative Action Employer—Made in part by recycled paper

DCM Coordinator:_73 ,n ("S Permit#: F�Z-0T
MAILING DISTRIBUTION SHEET
Permitee: Almaw (, D VI S
ca
Agents:
DCM Field Offices
Elizabeth City (with revised work plan drawings)
Morehead City
Washington
Wilmington
US ACOE Offices:
Washington: Raleigh Bland
William Westcott(NC DOT)
Bill Biddlecome(NC DOT)
Wilmington: Tyler Crumble
Liz Hare
Cultural Resources: Renee Gledhill-Early
Public Water Supply: Diane Williams (WIRO)
Joey White(WARD)
DCM/ Shane Staples
Fisheries Specialist Gregg Bodnar
NC DOT: Ken Pace
DMF/ Patti Fowler
Shellfish Sanitation: Shannon Jenkins
State Property: Tim Walton
Water Resources: n His (Raleigh)
John Hennessy(NC DOT)
Washington: Anthony Scarbraugh-401
Wilmington: Joanne Steenhuis-401
Chad Coburn - 401
DEMLR if
Washington: Scott Vinson-Stormwater
Wilmington: Georgette Scott- Stormwater
Wildlife Resources: Maria Dunn
LPO:
Fax Distribution: Permitee#:
Agent#:

NCDENR
North Carolina Department of Environment and Natural Resources
Pat McCrory Donald R. van der Vaart
Governor Secretary
MEMORANDUM
TO: Doug Huggett
Major Permits Section Coordinator, Morehead City
FROM: Shaun Simpson
Permit Support, vilmin n
THRU: Debra D. Wilson
District Manager, Wilmington
DATE: July 16, 2015
SUBJECT: Request for Transfer of State Permit No. 172-05
VOPAK Terminal Wilmington, Inc. to Kinder Morgan Operation, LLC
New Hanover County
Mr. Chris Vogler, Compliance Assurance Manager, Kinder Morgan, is requesting transfer of State
Permit No. 172-05, originally issued to Exxon Mobile Chemical Company on December 8, 2005 for
maintenance dredging. State Permit No. 172-05 was renewed on October 13, 2008. It was transferred to
VOPAK Terminal Wilmington, Inc. and modified to include excavation work on July 15, 2009. State Permit No.
172-05 was again modified on October 9, 2009 to include the installation of a walkway and floating dock. It
was due to expire on December 31, 2013, but was extended per Session Law 2009-046. The new expiration
date is December 31, 2016.
On July 6, 2015, Mr. Vogler submitted the transfer request and fee (check no. 2125 deposited in MHC),
to our Morehead City DCM office. The transfer request was then sent to us, received July 15, 2015.
This office has no objections to the transfer of State Permit No. 172-05. A copy of the Certificate of
Conversion is included with this request.
Enclosures
cc: WiRO File
Tyler Crumbley, USACE
Chad Coburn, DWR RECEIVED
JUL 21 2015
N.C.Division of Coastal Management
127 Cardinal Drive Ext.,Wilmington,NC 28405
Phone:[phone] FAX:[phone]
Internet:www.nccoastalmanagement.net
An Equal Opportunity,Affirmative Action Employer

APIMA
AA
NCDENR
North Carolina Department of Environment and Natural Resources
Pat McCrory Donald R. van der Vaart
Governor Secretary
July 13, 2015
Debra Wilson, District Manager
Division of Coastal Management
127 Cardinal Drive Ext.
Wilmington, NC 28405-3845
Debra:
The Morehead City Office of Coastal Management received this letter and check by mistake on
July 6, 2015. Before the error was caught, we deposited check# 2125 for 100.00.
Sorry the error was not caught sooner, but as you know we have been slowed by the change of
personnel in the Major Permits section.
Hope this note finds you well and our office is sorry for any inconvenience this may have caused
your office or client.
Con Mason
Receptionist
NC Division of Coastal Management
400 Commerce Ave.
Morehead City, NC 28557
Phone [phone] Fax [phone]
connie.w.mason&ncdenr.gov RECEIVED
www.nccoastalmanagement.net JUL 21 71115
9A"_"4tM PPtrG
RECEIVED
DCM WILMINGTON,NC
1601 Mail Service Center,Raleigh,North Carolina 27699-1601 JUL 15 2015
Phone:[phone] Internet:www.ncdenr.gov
An Equal Opportunity 1 Affirmative Action Employer—Made in part by recycled paper

KINDER M R iAN
TERMINALS
30 June 2015
State of North Carolina Department of Natural Resources
Division of Coastal Management
400 Commerce Avenue
Morehead City, NC 28557
RE: Permit Number 172-05 Transfer of Ownership
Director of the Division of Coastal Management,
As stipulated by 15A NCAC 07J.0406 (c), this letter serves as the written request from the new owner,
Kinder Morgan Operating LLC,for the transfer of Permit Number#172-05 currently in the name of the
former owner,Vopak South Terminal located at 3340 River Road,Wilmington, NC 28412. [Original
permit attached]
Please find the provided information showing Kinder Morgan as having sole legal right to develop the
project as owner of the property. [Certificate of conversion from Vopak to Kinder Morgan]
Kinder Morgan hereby states that no substantial changes in condition, circumstances, or facts affecting
this project and no substantial change or modification of the project as proposed in the original
application will occur. As such, Kinder Morgan respectfully requests to be provided with a copy of the
original application package in order to use the permit as it was originally intended when first issued on
October 9, 2009.
Additionally, please find the check in the sum of One Hundred Dollars ($100.00) for the permit transfer,
made payable to the Department.
If you have any questions, please do not hesitate to contact me or my colleague Mr. Erin DiBacco at the
following:
Chris Vogler—Compliance Assurance Manager, Kinder Morgan
1500 Greenleaf Street, Charleston SC, 29405
Christopher—[e-mail] ; 843-853-0453 RECEIVED
Erin DiBacco—Regional EHS Manager, Kinder Morgan JUL 2 1 2015
5321 Hartford St.,Tampa FL, 33619 Li+�iviiao�ifv
[e-mail]; 813-386-3615
Kinde gards, RECEIVED
RECEIVED JUL 0 6 2015
DCM WILMINGTON, NCaV1Nt?
Chris Vogler
JUL 15 2015
Do The Right Thing Every Day A -C- 0 0'
Safety Will Not Be Compromised I Environmentally Compliant and Responsible Operator I Ethics and Integrity I Commitment to Employees
and Resources I Customer Service and Fiscal Responsibility I Quality Focus

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Permit Class �- - ( � ,{ � Permit Number ry
TRANSFER V" 172-05 '
MODIFICATIONAIINOR STATE OF NORTH CAROLINA E
Department of Environment and Natural Resources 4
and Y
Coastal Resources Commission
prat
for
X Major Development in an Area of Environmental Concern
pursuant to NCGS 113A-118
X Excavation and/or filling pursuant to NCGS 113-229
Issued to VOPAK Terminal Wilmington Inc.,3340 River Road,Wilmington,NC 28412
Authorizing development in New Elannver County at aai to the Cope FP9r RivP� nt ll4n River Road, in
Wilmington, NC, as requested in the permittee's application dated 1/2 vo5(MP-1 & MP-2) inc the att.work plan drwas.(6)
dtd. 1/6/05(SKI-SK4), 10/26/05(Plate I-I&2-1)&COE app.wetlands map sign.dtd.9/21/05,and 1 dated May2009
This permit, issued on July 15, 2009 , is subject to compliance with the application (where consistent
with the permit), all applicable regulations,special conditions and notes set forth below. Any violation of these terms may
be subject to fines,imprisonment or civil action;or may cause the permit to be null and void.
Excavation
1) In order to protect juvenile fish and shrimp populations,,no excavation or filling may take. 'place
between April 1 and September 30 of any year without prior approval from the Division of Coastal
Management, in consultation with the Division of Marine Fisheries.
2) Excavation shall not exceed —41 feet below the elevation of normal low water (NLW). In no case
shall the depth of excavation exceed the depth of connecting waters. RECEIVED
JUL 0 6 1015
(See attached sheets for Additional Conditions)
Signed by the authority of the Secretary of DENR and the
Chairman of the Coastal Resources Commission.
This permit action may be appealed by the permittee or RECEIVED
other qualified persons within twenty (20) days of the issuing JUL 21 101
date. An appeal requires resolution prior to work initiation or
continuance as the case may be. —9 / � 4od Wlhlu t:i
This permit must be accessible on-site to Department Jame . Gregson, Director
personnel when the project is inspected for compliance.
Division of Coastal Management
Any maintenance work or project modification not covered
hereunder requires further Division approval. This permit and its conditions are hereby accepted.
All work must cease when the permit expires on `•p `
December 31,,2013 it!4 1 ►-204
In issuing this permit, the State of North Carolina agrees Signature of Permittee
that your project is consistent with the North Carolina Coastal RECEIVED
Management Program. D C Nl W I L KOEIR,gy N FON,NC

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VOPAK Terminal Wilmington Inc. Permit#172-05 x
Page 2 of 4
ADDITIONAL CONDITIONS z
X
3) No excavation shall take place at any time outside of the area indicated on the attached workplan
drawings.
Spoil Disposal ¢
4) All excavated materials shall be confined landward of the Normal High Water(NHW) elevation contour
within adequate dikes or other retaining structures to prevent spillover of solids into any vegetated
wetlands or surrounding waters.
5) The terminal end of the pipeline from the dredge area into the diked retention area shall be positioned at
or greater than 50 feet from any part of the dike and a maximum distance from spillways to prevent dike
erosion and to allow adequate settlement of suspended solids.
6) A water control structure shall be installed at the intake end of the effluent pipe leading from the
retention area in order to ensure maximum settlement of suspended solids.
7) The disposal area effluent shall be contained by pipe, trough, or similar device to a point at or beyond
the Normal Low Water (NLW) level to prevent gully erosion and unnecessary siltation.
Maintenance Clause
8) The Division of Coastal Management shall be notified in writing at least two (2)weeks in advance of
any maintenance work authorized by this permit, and that notification include:
A. The number of the original permit.
B. A statement that no dimensional changes are proposed.
C. A copy of the original permit plans(s) with cross-hatching indicating the area to be
maintained and the area to be used for dredge spoil, and the estimated amount of material to be
removed;
D. The date of plan revision and the permittee's signature shown anew on the original plan.
Endangered Species Protection
9) The federally endangered West Indian manatee(Trichechus manatus),has been reported in North
Carolina waters. In order to protect the manatee, all work should be done between November 1 and
May 31. If work must be done outside of this time frame,the permittee shall adhere to enclosed
guidelines, entitled"Precautions for General Construction in Areas Which May Be Used by the West
Indian Manatee in North Carolina".
RECEIVED RECEIVED
JUL 21 2015 JUL 0 6 2015
RECEIVED
DCM WILMINGTON,NC
o e JUL 15 2015

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Y VOPAK Terminal Wilmington Inc. Permit#172-05 z
;j Page 3 of 4
ADDITIONAL CONDITIONS
General a
10) The permittee understands and agrees that, if future operations by the United States require the removal,
relocation, or other alterations, of the structure or work herein authorized, or if, in the opinion of the
Secretary of the Army or his authorized representative, said structure or work shall cause unreasonable
obstruction to the free navigation of the navigable waters, the permittee will be required, upon due
notice from the Corps of Engineers,to remove,relocate, or alter the structural work or obstructions
caused thereby, without expense to the United States or the State of north Carolina. No claim shall be
made against the United States or the State of North Carolina on account of any such removal or
alteration.
11) No vegetated wetlands shall be excavated and/or filled.
11) The temporary placement, or double handling of excavated or fill materials within waters or vegetated
wetlands, is not authorized.
12) This permit does not authorize the interference with any existing or proposed Federal project, and the
permittee shall not be entitled to compensation for damage to the authorized structure or work, or injury
which may be caused from existing or future operations undertaken by the United States in the public
interest.
13) No attempt shall be made by the permittee to prevent the fill and free use by the public of all navigable
waters at or adjacent to the authorized work. Use of the permitted activity must not interfere with the
public's right to free navigation on all navigable waters of the United States.
14) The Division of Water Quality's approval of this project is covered under Water Quality
Certification#3400,DWQ Project#05-2010,which was approved on November 29, 2005.
15) The permittee shall comply with the attached list of United States Coast Guard Regulations.
16) Unless specifically altered herein, this minor modification authorizes the reconstruction/relocation of the
t four concrete capped dolphins all as expressly and specifically set forth in the attached work plan
drawings dated May 2009. No other additional structures, whether floating or stationary, shall become a
permanent part of this docking facility without permit modification. No non-water dependent uses of
structures shall be conducted on, in or over public trust waters without permit modification.
17) All conditions and stipulations of the active permit remain in force under this minor modification unless
specifically altered herein.
RECEIVED
RECEIVED -
� JUL 2 1 2015
JUL 0 6 2015
RECEiVEG
DCM WILMINGTON, NC
JUL 15 2015

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Y OPAK Terminal Wilmington Inc. Permit#172-05
Page 4 of 4
a
r
ADDITIONAL CONDITIONS Y
NOTE: This permit does not eliminate the need to obtain any additional state, federal or local permits,
approvals or authorizations that may be required.
NOTE: The U.S. Army Corps of Engineers has assigned the proposed project COE Action Id. No.
200600108.
NOTE: Future development of the permittee's property may require a modification of this permit.
Contact a representative of the Division at(910)796-7215 prior to the commencement of any
such activity for this determination. The permittee is further advised that many non-water
dependent activities are not authorized within 30 feet of the normal high water level.
RECEIVED
RECEIVED
JUL 0 6 2015
JUL 2 12015
RECEIVED
DCM WILMINGTON, NC
JUL 15 2015

C'� Delaware PAGE 1
the .first State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE
CORPORATION UNDER THE NAME OF "VOPAK TERMINAL WILMINGTON INC. "
TO A DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM
"VOPAK TERMINAL WILMINGTON INC. " TO "KINDER MORGAN TERMINALS
WILMINGTON LLC", FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY
OF FEBRUARY, A.D. 2015, AT 5 O'CLOCK P.M.
RECEIVED
JUL 0 6 2015
mow; I A V r��T„
RECEIVED
JUL 2 1 2015
S,
All r�
Jeffrey W.Bullock,Secretary of State
0836599 8100V �° $ AUTHEN C TION: 2160765
N-ARECEIVED
150288571 AWV, `• DATE: 03-02-15,,,,j WILMINGTON, NC
You may verify this certificate online
at core.dolavare.gov/authver.shtrmi JUL 15 2019

State of Delaware
Searetary of State
Division off � ations
ve*ed 05:00 2I�! 02/2712015
FLED 05.00 PM 0212712015
150288571 - 0836599 FILE
CERTIFICATE OF CONVERSION
FROM VOPAK TERNIINAL WILMINGTON INC.,
A DELAWARE CORPORATION TO
KINDER MORGAN TERMINALS WILMINGTON LLC,
A DELAWARE LIMITED LIABILITY COMPANY
Pursuant to the provisions ol'Section 266 ofthe General Corporation Law of the State of
Delaware (the "Law") and Section 18-214 of the Delaware Limited Liability Company Act (the
"Act"), the undersigned corporation hereby certifies as follows:
1. The name of(lie corporation to be convened is Vopak Terminal Wilmington Inc.,a
DeInware corporation(-Vopak").
2, Vopak filed a Certificate of Incorporation with the Secretary of State of the State of
Delaware on April 1, 1977.
3. Vopak shall be converted to a Delaware limited liability company to be named
Kinder Morgan Terminals Wilmington LLC.
4. The conversion'has been approved in accordance with Section 266 ol'the Law and
Section 18-214 of the Act.
5. This Certificate of Conversion and the conversion contemplated hereby shall be
ef'tective upon filing with the Secretary of State of the State of Delaware.
IN WITNESS WHERL•01", the undersigned hus duly executed this Certificate of
Conversion this 27th day of February, 2015.
VOPAK TERMINAL WILMINGTON INC.
By:.
EH cCord
Assistant ccrctar
RECEIVED
JUL 21 2015
RECEIVED
JUL 0 6 2015
RECEIVED
DCM WILMINGTON, NC
JUL 15 2015

LIMITED LIABILITY COMPANY AGREEMENT
OF
KINDER MORGAN TERMINALS WILMINGTON LLC
A Delaware Limited Liability Company
Dated Effective February 27,2015
RECEIVED
JUpL�+0/ 6 2015
RECEIVED
JUL 21 2015
RECEIVED
DCM WILMINGTON, NC
JUL 15 2Q15►

PREAMBLE
THIS LIMITED LIABILITY COMPANY AGREEMENT OF KINDER MORGAN
TERMINALS WILMINGTON LLC (the "Company"), is adopted and executed by Kinder
Morgan Operating L.P. "C" a Delaware limited partnership, as the sole member of the Company
(the"Member").
WHEREAS, the Company was formed as a Delaware corporation under the General
Corporation Law of the State of Delaware as PakTank East Coast Inc. on April 1, 1977, which
name was subsequently corrected to Paktank East Coast Inc. by the filing of a Certificate of
Correction on April 14, 1977; and
WHEREAS, the name of the Company was changed to Vopak Terminal Wilmington Inc.
by the filing of a Certificate of Amendment with the Delaware Secretary of State on April 24,
2000; and
WHEREAS, effective February 27, 2015, Vopak Terminals North America Inc. sold,
transferred and assigned all of its interest in the Company to the Member; and
WHEREAS, the Company was converted to a limited liability company under the
Delaware Limited Liability Company Act (the "Act") pursuant to the filing of the Certificate of
Conversion and the Certificate of Formation (the "Certificate"), each effective February 27,
2015.
NOW, THEREFORE, in consideration of the premises and covenants herein cont iffkD
the member does hereby agree as follows:
JUL 0 6 1015
ARTICLE 1 P"W-OHO
ORGANIZATION
1.1 Name. In accordance with the Certificate, the name of the Company is "Kinder
Morgan Terminals Wilmington LLC" and all Company business must be conducted in that name
or such other names that may be selected by the Member and that comply with applicable law.
1.2 Registered Office; Registered Agent; Offices. The registered office and
registered agent of the Company in the State of Delaware shall be as specified in the Certificate
or as designated by the Member in the manner provided by applicable law. The offices of the
Company shall be at such places as the Member may designate, which need not be in the State of
Delaware.
1.3 Purpose. The Company is formed for the object and purpose of, and the nature of RECEIVED
the business to be conducted and promoted by the Company is, engaging in any lawful act or JUL 21 2015
activity for which limited liability companies may be formed under the Act and engaging in any
and all activities necessary or incidental to the foregoing.
1.4 Term. The Company shall commence on the date of filing of the Certificate
under and pursuant to the Act and shall continue in existence perpetually or until the earlier
dissolution of the Company as provided in this Agreement or pursuant to the Act.
RECEIVED
DCM WILMINGTON, NC
JUL 15 2015

ARTICLE 2
MEMBERSHIP INTEREST
The Member is the sole member of the Company. No assignee (whether voluntary or
involuntary) of the Member's membership interest shall become a member of the Company
without the prior written consent of the Member.
ARTICLE 3
CAPITAL CONTRIBUTIONS AND DISTRIBUTIONS
The Member shall have the option (but not the obligation) from time to time to make
capital contributions to the Company at such times and in such amounts as the Member
determines to be necessary or desirable in furtherance of the Company's purposes. Except as
otherwise provided in the Act, cash of the Company shall be distributed to the Member, or
distributions in kind may be made to the Member at such times as the Member shall determine.
ARTICLE 4
MANAGEMENT
4.1 Management of the Compm. The Member, as the sole member of the Company,
has the exclusive right to manage the Company's business. Accordingly, the Member, at times
acting through the officers (if any) of the Company, shall: (i) manage the affairs and business of
the Company; (ii) exercise the authority and powers granted to the Company; and (iii)otherwise
act in all other matters on behalf of the Company.
4.2 Execution of Documents. Any document or instrument of any and every nature,
including without limitation any agreement, contract,deed, promissory note, mortgage or deed of
trust, security agreement, financing statement, pledge, assignment, bill of sale and certificate,
which is intended to bind the Company or convey or encumber title to its real or personal
property shall be valid and binding for all purposes only if executed by the Member,on behalf of
the Company, or an officer of the Company so authorized by the Member.
4.3 Officers. The officers, if any, of the Company may consist of a President, one or
more Vice Presidents, a Treasurer, a Secretary and any other officers appointed by the Member.
The officers, if any, shall be appointed by the Member and shall exercise such powers and
perform such duties as are prescribed by the Member. Any number of offices may be held by the
same person, as the Member may determine.
4.4 Term of Office. The officers shall hold office for the term for which they were
appointed and until their successors are elected and qualified; provided, however, that any officer
may be removed at any time with or without cause by the Member. The persons in office at the
time of the Company's conversion to a limited liability company shall continue in office until RECEIVED
their successors are duly elected and qualified. JUL 21 1015
RECEIVED
JUL 0 6 1015
RECEIVED
DCM WILMINGTON, NC
JUL 15 2015,

ARTICLE 5
INDEMNIFICATION
The Company, in the sole discretion of the Member, may indemnify any officer,
employee, agent, or other person to the fullest extent permitted under the Act.
ARTICLE 6
TAXATION
For purposes of federal taxation (and, to the extent applicable, state taxation), the
Company shall be disregarded as an entity separate from its owner under Treasury Regulation
section 301.7701-2(c)(2), or any successor provisions. No election shall be made that would
prevent the Company from being disregarded as an entity separate from its owner.
ARTICLE 7
BOOKS, RECORDS, BANK ACCOUNTS AND ASSETS
7.1 Maintenance of Books. The Company shall keep, or cause to be kept, at its
principal office complete and accurate books and records of the Company, supporting
documentation with respect to the conduct of the Company's business, and minutes of the
proceedings of its member. The books and records shall be maintained with respect to
accounting matters in accordance with sound accounting practices.
7.2 Bank Accounts and Assets. The Company may establish one or more separate
bank and investment accounts and arrangements for the Company, which shall be maintained in
the Company's name with financial institutions and firms as the Member may designate. The
Company's funds and assets shall not be commingled with the funds and assets of the Member or
any officer. Without limiting the foregoing, the Member shall take all steps necessary to identify
the inventory, property, and assets of the Company as belonging to the Company and shall keep
all such property, assets, and inventory separate and apart, so that no third person not claiming
by, through or under the Company shall at any time assert any interest or right in or to such
property, assets and inventory.
WCEIVED
ARTICLE 8 JUL 0 6 1015
DISSOLUTION, LIQUIDATION,AND TERMINATION ,,,,-A
8.1 Dissolution. Subject to Section 8.2 below, the Company shall dissolve and its
affairs shall be wound up on the first to occur of the following events:
(a) the consent of the Member, as the sole member of the Company; or
(b) entry of a decree of judicial dissolution of the Company under the Act. 'DECEIVED
Except as specifically provided in this Section 8.1, no other event or action specified in JUL 21 1015
VLA
the Act shall cause the Company to dissolve. +a<MxgJK
(' 8.2 Winding Up and Termination. On the occurrence of an event described in
Section 8.1 above, the Member shall act as liquidator. The liquidator shall proceed diligently to
RECEIVED
DCM WILMINGTON, NC
JUL 15 2015

wind up the affairs of the Company as provided in the Act. Until final distribution, the liquidator
shall continue to operate the Company properties. The costs of winding up shall be borne as a
Company expense. Upon final distribution of the Company assets, the Company shall file a
certificate of cancellation with the Secretary of State of the State of Delaware, cancel any foreign
qualifications made by the Company, and take such other actions as may be necessary to
terminate the existence of the Company.
RECEIVED
JUL Q 6 1015
RECEIVED
4
JUL 21 2015
"-40W ON
RECEIwE4.
DCM WILMINGTON, NC
JUL 15 2015

EXECUTED as of the date first written above.
MEMBER:
KINDER MORGAN OPERATING L.P. 44Cr
a Delaware limited partnership
By: Kinder Morg n G.P.,Inc.,
a Delaware torpor Lion and the
General ner
By:
atilt . D V au,
Vice President
RECEIVED
JUL 0 6 2015
nMrwu—u�r�.
RECEIVED
JUL 21 2015
RECEIVED
DCM WILMINGTON, NC
JUL 15 2015,

KINDER ORGAN
Published on IGnder Morgan Online Newsroom(http://news.kindermoraan.com)on 2/9/15 6:56 pm EST
Kinder Morgan to Purchase Three Vopak U.S.
Terminals and One Undeveloped Site for $158 Million
Release Date:
Monday,February 9,2015 6:56 pm EST
Terms:
All ni
Dateline City:
HOUSTON
Transaction Will Boost Kinder Morgan's Storage Capacity to Over 45
Million Barrels on the Houston Ship Channel and 138 Million Barrels in
North America
HOUSTON--(BUSINESS WIRE[21)--Kinder Morgan,Inc.(NYSE: KMI)today announced that it will purchase three terminals and one
undeveloped site from Royal Vopak for approximately$158 million.The acquisition covers a 36-acre,1,069,500-barrel
storage complex at Galena Park,Texas,that handles base oils,biodiesel and crude oil,immediately adjacent to Kinder
Morgan's Galena Park terminal complex;two Vopak terminals in North Carolina,one in North Wilmington that handles
chemicals and black oil,and one in South Wilmington that is not currently operating;and an undeveloped site at Perth Amboy,
New Jersey,with waterfront access that can be developed.The transaction,subject to customary approvals,is expected to
close during the first quarter and will be immediately accretive to KMI earnings.
"After closing,this transaction will further solidify Kinder Morgan's position as the largest independent terminal operator in
North America,"said John Schlosser,Kinder Morgan Terminals president."This highly strategic acquisition will increase IGnder
Morgan's liquids storage capacity by more than 2.2 million barrels and 115 tanks while adding critical dock capacity on the
Houston Ship Channel and in Wilmington,"Schlossersaid.
Exclusive of the planned acquisition,Kinder Morgan's overall Houston Ship Channel presence will total over400 storage tanks
with 43 million barrels of capacity upon completion of existing expansion projects.
Kinder Morgan,Inc.(NYSE: KMI)is the largest energy infrastructure company in North America.It owns an interest in or
operates approximately 80,000 miles of pipelines and 180 terminals.The company's pipelines transport natural gas,gasoline,
crude oil,CO2 and other products,and its terminals store petroleum products and chemicals,and handle bulk materials like
coal and petroleum coke.Kinder Morgan is the largest midstream and third largest energy company in North America with an
enterprise value of more than$125 billion.For more information please visit www.kindermo rgan.com[3].
This news release includes forward-looking statements. These forward-looking statements are subject to risks and
uncertainties and are based on the beliefs and assumptions of management,based on information currently available to
them.Although Kinder Morgan believes that these forward-looking statements are based on reasonable assumptions,it can
give no assurance that such assumptions will materialize.Important factors that could cause actual results to differ
materially from those in the forward-looking statements herein include those enumerated in Kinder Morgan's reports filed
with the Securities and Exchange Commission.Forward-looking statements speak only as of the date they were made,and
except to the extent required bylaw,KhderMorgan undertakes no obligation to update or re view any forward-looking
statement because of new information,future events or other factors.Because of these uncertainties,readers should not
place undue reliance on these forward-looking statements.
Language:
English
Contact: RECEIVED
Kinder Morgan,Inc. JUL Q 6 1015
Media Relations
Richard Wheatley,[phone] ,QA-� I d"�u RECEIVED
Richard wheat ley(a)kindermorgan.com(41
or JUL 21 2015,
Investor Relations
[phone]
km irCEbkindermoraan.com[51 AAOw~
www.kindermoraan.com[61
Ticker Slug:
Ticker,KMI RECEIVED
Exchange:NYSE DCM WILMINGTON, NC
ISIN.•
U54945661017 JUL 15 2015

Source URL:http://news.kindermoroan.com/press-release/all/kinder-morcian-purchase-three-yooak-us-terminals-and-one-
undeve loped-site-158-m illi
Links:
[1]http://news.kindennorgan.com/category/press-release-category/%SBcatpath-raw%5D-3
[2]http://www.businesswire.com
[3]http://cts.businesswire.com/ct/CT?
id=smartlink&am p;url=http%3A%2F%2Fwww.kinde rmorga n.com&amp;a sheet=51036483&am p;newsite m id=20150209006396&amp;la n=en-
US&amp;anchor=www.kindermorgan.com&amp;index=l&amp;md5=63a08cl2c4d9bfbcfd67346d366cae76
[4]mailto:Richard—[e-mail]
[5]mailto:[e-mail]
[6]http://cts.businesswire.com/ct/CT?
id=smartlink&amp;url=http%3A%2F%2Fwww.kinde rmorgan.com&am p;esheet=51036483&am p;Ian=e n-
US&amp;anchor=www.kinde rmorgan.com&a mp;inde x=2&amp;md5=d2e 6a8c32c8c99862967bc0854634a6a
RECEIVED
JUL 4 6 2015
Hw C "
RECEIVED
JUL 21 2015
Ngrvwk-t.
RECEIVED
DCM WILMINGTON, NC
JUL 15 2015

Delaware PAGE 2
?he First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND
CORRECT COPY OF CERTIFICATE OF FORMATION OF "KINDER MORGAN
TERMINALS WILMINGTON LLC" FILED IN THIS OFFICE ON THE
TWENTY-SEVENTH DAY OF FEBRUARY, A.D. 2015, AT 5 O'CLOCK P.M.
RECEIVED
JUL 0 6 2015
RECEIVED
JUL 21 2015
I.
y� A,
Jeffrey W.oulkuk,Secretary of State
0836599 8100V 0 AUTHEN C TION: 2160765
150288571 °F�aw��` DATE: 03-02-15
You may verify this cortiticate online RECEIVED
at corp.
dolawaro.gov/authvor.ahtal DCM WILMINGTON, NC
JUL 15 2015

State of Dre1aware
Secretary of State
Division of ations
P Apkivered 05:00 02/27/2015
MW 05:00 PM 0212712015
:».. 15028857I - 0836599 ME
CERTIFICATE OF FORMATION
OF
KINDER MORGAN TERMINALS WiLMINGTON LLC
This Certificate of formation of Kinder Morgan 'fenninals Wilmington LLC (the
"Company")dated as of February 27,2015,is being duly executed and filed by the undersigned,
as an authorized person, to form a limited liability company under the Dela���are Limited
Liability Company Act (G Del. C. 18-10),et seq.).
ARTiCL1. I
NAME
'file name of the limited liability company forttted hereby is Kinder Morgan Terminals
Wilmington LLC.
ARTICLF II
INITIAL REGISTERED OFFICE AND REGISTERED AGENT
'rile address of the registered office of the Company in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, New Castle
County. The name of its registered agent at such address is the Corporation Trust Company.
ARTICLI: 111
EFFECTIVE DATE
'this Certificate of Formation shall be effective upon filing with the Secretanp of State of
the State of Delaware, and is being tiled in connection with the conversion of Vopak Tenninal
Wilmington Inc., front a Delaware corporation to a Delaware limited liability company.
IN WITNESS WHEREOF, the undersigned, tui authorized person or the Company, has
executed this Certificate of Formation as of the date first written above.
RECEIVED
1 v-. JUL 21 2015
Fric cCord �N+ �'
Authorize Acrson
vc �A r ;!
RECEIVED
JUL 0 6 2015
Div
RECEIVED
DCM WILMINGTON,NC
JUL 15 2015

�� �
NCDEN�t
North Carolina Department of Environment and Natural Resources
Pat McCrory Donald R. van der Vaart
Governor Secretary
July 13, 2015
Debra Wilson, District Manager
Division of Coastal Management
127 Cardinal Drive Ext.
Wilmington, NC 28405-3845
Debra:
j
The Morehead City Office of Coastal Management received this letter and check by mistake on
July 6, 2015. Before the error was caught,we deposited check#2125 for 100.00.
Sorry the error was not caught sooner, but as you know we have been slowed by the change of
personnel in the Major Permits section.
Hope this note finds you well and our office is sorry for any inconvenience this may have caused
your office or client.
CrMason
Receptionist
NC Division of Coastal Management
400 Commerce Ave.
Morehead City, NC 28557
Phone [phone] Fax [phone]
[e-mail]
www.nccoastalmanagement.net
T
3
1601 Mail Service Center,Raleigh,North Carolina 27699-1601
Phone:[phone] Internet:www.ncdenr.gov
An Equal opportunity 1 Affirmative Action Employer—Made in part by recycled paper