Edgar Filing: KINDER MORGAN ENERGY PARTNERS L P

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)

Kinder Morgan Energy Partners, L.P.
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(NAME OF ISSUER)

Common Units
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(TITLE OF CLASS OF SECURITIES)

494550 10 6
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(CUSIP NUMBER)

Mr. Joseph Listengart
Kinder Morgan, Inc.
500 Dallas Street, Suite 1000
Houston, Texas 77002
Telephone: (713) 369-9000

with copies to:

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Mr. Gary W. Orloff Jay Tabor, Esq.
Bracewell & Giuliani LLP Weil, Gotshal & Manges LLP
711 Lousiana Street, Suite 2300 200 Crescent Court
Houston, Texas 77002 Suite 300
Telephone: (713) 221-2166 Dallas, Texas 75201
Telephone: (214) 746-7700
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------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)

May 30, 2007
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

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CUSIP No. 494550 10 6 13D/A Page 2 of 40
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1 NAME OF REPORTING PERSON: KINDER MORGAN, INC.
I.R.S. IDENTIFICATION NO. 48-0290000
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [_]
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3 SEC USE ONLY

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4 SOURCE OF FUNDS: OO

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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF KANSAS
ORGANIZATION:

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NUMBER OF 7 SOLE VOTING POWER: 8,838,095
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 5,517,640
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 8,838,095
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,838,095

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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 14,355,735
REPORTING PERSON:

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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [__]
SHARES:

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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.8%

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14 TYPE OF REPORTING PERSON: CO

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CUSIP No. 494550 10 6 13D/A Page 3 of 40
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1 NAME OF REPORTING PERSON: KNIGHT MIDCO INC.
I.R.S. IDENTIFICATION NO. 26-0238444
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [_]
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3 SEC USE ONLY

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4 SOURCE OF FUNDS: OO

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NUMBER OF 7 SOLE VOTING POWER: -0-
SHARES
----------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 14,355,735
OWNED BY
----------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: -0-
REPORTING
----------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 14,355,735

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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 14,355,735
REPORTING PERSON:

-------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:

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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.8%

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14 TYPE OF REPORTING PERSON: CO

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CUSIP No. 494550 10 6 13D/A Page 4 of 40
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1 NAME OF REPORTING PERSON: KNIGHT HOLDCO DE INC.
I.R.S. IDENTIFICATION NO. 26-0318790
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [_]
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3 SEC USE ONLY

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4 SOURCE OF FUNDS: OO

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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 14,355,735
REPORTING PERSON:

-------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:

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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.8%

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14 TYPE OF REPORTING PERSON: CO

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CUSIP No. 494550 10 6 13D/A Page 5 of 40
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1 NAME OF REPORTING PERSON: KNIGHT HOLDCO LLC
I.R.S. IDENTIFICATION NO. 26-0238387
OF ABOVE PERSON (ENTITIES ONLY):
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [_]
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3 SEC USE ONLY

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4 SOURCE OF FUNDS: OO

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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 14,355,735
REPORTING PERSON:

-------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES:

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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.8%

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14 TYPE OF REPORTING PERSON: HC

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SCHEDULE 13D/A
--------------

EXPLANATORY NOTES: This Amendment No. 3 (this "Amendment") amends and
supplements the Statement on Schedule 13D (the "Initial Statement") filed by
Kinder Morgan, Inc. on January 28, 2000, relating to the common units ("Common
Units") of Kinder Morgan Energy Partners, L.P. (such Initial Statement, as
amended and supplemented by Amendment No. 1 dated September 16, 2002 and
Amendment No. 2 dated December 20, 2004, the "Statement").

As described herein, on May 30, 2007, Kinder Morgan, Inc., a Kansas
corporation ("KMI") merged (the "Merger") with Knight Acquisition Co., a Kansas
corporation, with KMI as the surviving corporation in the Merger. As a result of
the Merger, KMI became a direct, wholly-owned subsidiary of Knight Midco Inc., a
Delaware corporation ("Knight Midco"). Knight Holdco DE Inc., a Delaware
corporation ("Knight Holdco DE"), owns all of the outstanding common stock of
Knight Midco. Each of Knight Midco and Knight Holdco DE is a direct or indirect
wholly-owned subsidiary of Knight Holdco LLC, a Delaware limited liability
company ("Knight Holdco"). This Amendment is being filed to reflect common units
(the "Common Units") of Kinder Morgan Energy Partners, L.P. (the "Issuer") that
may be deemed to be indirectly beneficially owned by Knight Midco, Knight Holdco
DE and Knight Holdco as a result of the Merger.

ITEM 2. IDENTITY AND BACKGROUND.

Item 2 of the Statement is hereby amended and restated as follows: This
Amendment is being filed jointly on behalf of KMI, Knight Midco,
Knight Holdco DE and Knight Holdco (collectively, the "Reporting Persons"). The
address of the principal office of each of the Reporting Persons is 500 Dallas
Street, Suite 1000, Houston, Texas 77002.

Each of the Reporting Persons is engaged principally in the business of
energy transportation, storage and distribution, or the ownership and operation
of companies involved in such business.

Information relating to the directors or managers and executive officers
of each of the Reporting Persons, and to certain affiliates of and investment
funds associated with Goldman Sachs & Co., The Carlyle Group, Riverstone
Holdings LLC and American International Group, Inc., as members of Knight Holdco
(collectively, the "Sponsors"), is contained in Appendix A attached hereto and
is incorporated herein by reference.

During the last five years, none of the Reporting Persons has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

Page 6 of 40

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Statement is supplemented as follows:

On May 30, 2007, KMI merged with and into Knight Acquisition Co., a Kansas
corporation, with KMI as the surviving corporation in the Merger. As a result of
the Merger, KMI became a direct, wholly-owned subsidiary of Knight Midco. Knight
Holdco DE owns all of the outstanding common stock of Knight Midco. Each of
Knight Midco and Knight Holdco DE is a direct or indirect wholly-owned
subsidiary of Knight Holdco.

ITEM 4. PURPOSE OF THE TRANSACTION.

Item 4 of the Statement is hereby amended and restated as follows:

The Reporting Persons hold Common Units as reported herein for the purpose
of investment. The Reporting Persons have no present plan or proposal with
respect to any action that would relate to or result in the occurrence of any of
the matters enumerated under Item 4 of Schedule 13D. The Reporting Persons
reserve the right to formulate specific plans or proposals with respect to, or
change their intentions regarding, any or all of the foregoing.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Statement is supplemented as follows:

(a) and (b) Knight Midco, Knight Holdco DE and Knight Holdco may be deemed
to have indirect beneficial ownership of the 14,355,735 Common Units owned by
their wholly-owned subsidiaries, representing, as of June 7, 2007, 8.8% of the
outstanding Common Units. The persons listed on Appendix A disclaim any
beneficial ownership of the Common Units owned by the Reporting Persons.

(c) Except as described herein, neither the Reporting Persons, nor, to the
Reporting Persons' best knowledge, the persons listed on Appendix A, have
effected any transactions in the Common Units in the past 60 days.

(d) Not applicable.

(e) Not applicable.

The information in Appendix A attached hereto is incorporated by reference
into this Item 5.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of the Statement is supplemented as follows:

The information set forth, or incorporated by reference, in Items 3
through 5 is hereby incorporated herein by reference. To the best of the
Reporting Person's knowledge, except as described in this Statement, there are

Page 7 of 40

at present no contracts, arrangements, understandings or relationships (legal or
otherwise) between the Reporting Persons, the persons listed on Appendix A, and
any other person with respect to the securities of the Issuer.

Page 8 of 40

Signatures

After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, such person certifies that the information set forth in this
Schedule 13D/A with respect to such person is true, complete and correct.

Dated: June 11, 2007

KINDER MORGAN, INC.

By: /s/ Joseph Listengart
---------------------------------
Name: Joseph Listengart
Title: Vice President, General Counsel &
Secretary

KNIGHT MIDCO INC.

By: /s/ Joseph Listengart
---------------------------------
Name: Joseph Listengart
Title: Vice President, General Counsel &
Secretary

KNIGHT HOLDCO DE INC.

By: /s/ Joseph Listengart
---------------------------------
Name: Joseph Listengart
Title: Vice President, General Counsel &
Secretary

KNIGHT HOLDCO LLC

By: /s/ Joseph Listengart
---------------------------------
Name: Joseph Listengart
Title: Vice President, General Counsel &
Secretary

Page 9 of 40

APPENDIX A

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
KINDER MORGAN, INC.

Set forth below are the name, current business address, citizenship and
the present principal occupation or employment of each director and executive
officer of Kinder Morgan, Inc. ("KMI"). The principal address of each person
listed below, unless otherwise indicated, is 500 Dallas Street, Suite 1000,
Houston, Texas 77002. Unless otherwise indicated, each such person is a citizen
of the United States.

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NAME PRESENT PRINCIPAL NUMBER OF COMMON UNITS
OCCUPATION AND POSITION BENEFICIALLY OWNED
(PERCENTAGE OF COMMON
UNITS OUTSTANDING) AS
OF JUNE 7, 2007,
UNLESS PROVIDED
OTHERWISE
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Richard D. Kinder (1) Mr. Kinder is a Director, 315,979 (less than 1%)
Chairman of the Board of
Directors and Chief
Executive Officer of KMI.
Mr. Kinder's present
principal occupation is
the foregoing and as
Director, Chairman and
Chief Executive Officer of
Kinder Morgan G.P., Inc.
("KMGP") and Kinder Morgan
Management, LLC ("KMR").
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C. Park Shaper Mr. Shaper is a Director 4,000 (less than 1%)
and President of KMI. Mr.
Shaper's present principal
occupation is the
foregoing and as Director
and President of KMGP and
KMR.
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Kenneth Pontarelli Mr. Pontarelli is a --
Goldman, Sachs & Co. Director of KMI. Mr.
85 Broad Street Pontarelli's present
New York, NY 10004 principal occupation is
Managing Director of
Goldman, Sachs & Co.
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Page 10 of 40

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Seven J. Kean Mr. Kean is the Executive --
Vice President and Chief
Operating Officer of KMI.
Mr. Kean's present
principal occupation is
the foregoing and
Executive Vice President
and Chief Operating
Officer of KMGP and KMR.
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Joseph Listengart Mr. Listengart is the Vice 4,198 (less than 1%)
President, General Counsel
and Secretary of KMI. Mr.
Listengart's present
principal occupation is
the foregoing and Vice
President, General Counsel
and Secretary of KMGP and
KMR.
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Scott E. Parker Mr. Parker is the Vice --
President (President,
Natural Gas Pipelines) of
KMI. Mr. Parker's present
principal occupation is
the foregoing and Vice
President (President,
Natural Gas Pipelines) of
KMGP and KMR.
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David Kinder (2) Mr. Kinder is the Vice 2,186 (less than 1%)
President, Corporate
Development and Treasurer
of KMI. Mr. Kinder's
present principal
occupation is the
foregoing and Vice
President, Corporate
Development and Treasurer
of KMGP and KMR.
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Kimberly Allen Dang Ms. Dang is the CFO and 121 (less than 1%)
Vice President, Investor
Relations of KMI. Ms.
Dang's present principal
occupation is the
foregoing and CFO and Vice
President, Investor
Relations, of KMGP and
KMR.
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Page 11 of 40

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James Street Mr. Street is the Vice 10,000 (less than 1%)
President, Human
Resources, Administration
and Information Technology
of KMI. Mr. Street's
present principal
occupation is the
foregoing and Vice
President, Human
Resources, Administration
and Information Technology
of KMGP and KMR.
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Ian Anderson Mr. Anderson is the --
President of Kinder Morgan
Canada. Mr. Andersons
present principal
occupation is the
foregoing and President,
Kinder Morgan Canada of
KMGP and KMR.
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(1) Includes 7,879 Common Units owned by Mr. Kinder's spouse. Mr. Kinder
disclaims any and all beneficial or pecuniary interest in these Common Units.

(2) Includes 1,211 Common Units owned by Mr. Kinder's spouse. Mr. Kinder
disclaims any and all beneficial or pecuniary interest in these Common Units.

Page 12 of 40

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
KNIGHT MIDCO INC.

Set forth below are the name, current business address, citizenship and
the present principal occupation or employment of each director and executive
officer of Knight Midco Inc. ("Knight Midco"). The principal address of each
person listed below, unless otherwise indicated, is 500 Dallas Street, Suite
1000, Houston, Texas 77002. Unless otherwise indicated, each such person is a
citizen of the United States.

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NAME PRESENT PRINCIPAL NUMBER OF COMMON UNITS
OCCUPATION AND POSITION BENEFICIALLY OWNED
(PERCENTAGE OF COMMON
UNITS OUTSTANDING) AS
OF JUNE 7, 2007,
UNLESS PROVIDED
OTHERWISE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard D. Kinder (1) Mr. Kinder is the sole 315,979 (less than 1%)
Director and Chief
Executive Officer of
Knight Midco. Mr.
Kinder's present principal
occupation is as Director,
Chairman and Chief
Executive Officer of KMI,
KMGP and KMR.
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C. Park Shaper Mr. Shaper is President of 4,000 (less than 1%)
Knight Midco. Mr.
Shaper's present principal
occupation is as Director
and President of KMI, KMGP
and KMR.
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Joseph Listengart Mr. Listengart is the Vice 4,198 (less than 1%)
President, General Counsel
and Secretary of Knight
Midco. Mr. Listengart's
present principal
occupation is Vice
President, General Counsel
and Secretary of KMI, KMGP
and KMR.
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(1) Includes 7,879 Common Units owned by Mr. Kinder's spouse. Mr. Kinder
disclaims any and all beneficial or pecuniary interest in these Common Units.

Page 13 of 40

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
KNIGHT HOLDCO DE INC.

Set forth below are the name, current business address, citizenship and
the present principal occupation or employment of each director and executive
officer of Knight Holdco DE Inc. ("Knight Holdco DE"). The principal address of
each person listed below, unless otherwise indicated, is 500 Dallas Street,
Suite 1000, Houston, Texas 77002. Unless otherwise indicated, each such person
is a citizen of the United States.

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C. Park Shaper Mr. Shaper is President of 4,000 (less than 1%)
Knight Holdco DE. Mr.
Shaper's present principal
occupation is as Director
and President of KMI, KMGP
and KMR.
--------------------------------------------------------------------------------
Joseph Listengart Mr. Listengart is the Vice 4,198 (less than 1%)
President, General Counsel
and Secretary of Knight
Holdco DE. Mr.
Listengart's present
principal occupation is
Vice President, General
Counsel and Secretary of
KMI, KMGP and KMR.

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(1) Includes 7,879 Common Units owned by Mr. Kinder's spouse. Mr. Kinder
disclaims any and all beneficial or pecuniary interest in these Common Units.

Page 14 of 40

INFORMATION CONCERNING THE MANAGERS AND EXECUTIVE OFFICERS OF
KNIGHT HOLDCO LLC.

Set forth below are the name, current business address, citizenship and
the present principal occupation or employment of each manager and executive
officer of Knight Holdco LLC ("Knight Holdco"). The principal address of each
person listed below, unless otherwise indicated, is 500 Dallas Street, Suite
1000, Houston, Texas 77002. Unless otherwise indicated, each such person is a
citizen of the United States.

--------------------------------------------------------------------------------
NAME PRESENT PRINCIPAL NUMBER OF COMMON UNITS
OCCUPATION AND POSITION BENEFICIALLY OWNED
(PERCENTAGE OF COMMON
UNITS OUTSTANDING) AS
OF JUNE 7, 2007,
UNLESS PROVIDED
OTHERWISE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Richard D. Kinder (1) Mr. Kinder is a member of 315,979 (less than 1%)
the Board of Managers and
Chief Manager of Knight
Holdco. Mr. Kinder's
present principal
occupation is as Director,
Chairman and Chief
Executive Officer of KMI,
KMGP and KMR.
--------------------------------------------------------------------------------
C. Park Shaper Mr. Shaper is a member of 4,000 (less than 1%)
the Board of Managers and
the President of Knight
Holdco. Mr. Shaper's
present principal
occupation is as Director
and President of KMI, KMGP
and KMR.
--------------------------------------------------------------------------------
Seven J. Kean Mr. Kean is a member of --
the Board of Managers and
the Executive Vice
President and Chief
Operating Officer of
Knight Holdco. Mr. Kean's
present principal
occupation is Executive
Vice President and Chief
Operating Officer of KMI,
KMGP and KMR.
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Page 15 of 40

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Michael C. Morgan Mr. Morgan is a member of 6,000 (less than 1%)
5 Post Oak Park the Board of Managers of
4400 Post Oak Parkway Knight Holdco. Mr.
Suite 1450 Morgan's present principal
Houston, Texas 77027 occupation is President
and Chief Executive
Officer of Portcullis
Partners, LP, an entity
engaged in investment
management for its own
account.
--------------------------------------------------------------------------------
Fayez Sarofim (2) Mr. Sarofim is a member of 7,036,553 (4.3%)
Fayez Sarofim & Co. the Board of Managers of
Two Houston Center Knight Holdco. Mr.
Suite 2907 Sarofim's present
Houston, Texas 77010 principal occupation is
Chairman of the Board and
President of Fayez,
Sarofim & Co., an
investment counseling firm.
--------------------------------------------------------------------------------
Henry Cornell Mr. Cornell is a member of --
Goldman, Sachs & Co. the Board of Managers of
85 Broad Street Knight Holdco. Mr.
New York, NY 10004 Cornell's present
principal occupation is
Managing Director of
Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Kenneth Pontarelli Mr. Pontarelli is a member --
Goldman, Sachs & Co. of the Board of Mangers of
85 Broad Street Knight Holdco. Mr.
New York, NY 10004 Pontarelli's present
principal occupation is
Managing Director of
Goldman, Sachs & Co.
--------------------------------------------------------------------------------
James M. McGinnis Mr. McGinnis is a member --
c/o AIG Financial Products of the Board of Mangers of
Corp. Knight Holdco. Mr.
50 Danbury Road McGinnis' present
Wilton, CT 06897 principal occupation is
Managing Director (Energy
Group) AIG Financial
Products Corp.
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Page 16 of 40

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Michael Miller Mr. Miller is a member of --
599 Lexington Avenue the Board of Mangers of
25th Fl. Knight Holdco. Mr.
New York, NY 10022 Miller's present principal
occupation is Managing
Director of AIG Global
Investment Group.
--------------------------------------------------------------------------------
Glenn Youngkin Mr. Youngkin is a member --
The Carlyle Group of the Board of Mangers of
1001 Pennsylvania Ave., NW Knight Holdco. Mr.
Washington, DC 20004 Youngkin's present principal
occupation is Managing Director
of TCG Holdings, L.L.C.
--------------------------------------------------------------------------------
Pierre F. Lapeyre, Jr. Mr. Lapeyre is a member of --
Riverstone Holdings LLC the Board of Mangers of
712 Fifth Ave., 51st Floor Knight Holdco. Mr.
New York, New York 10019 Lapeyre's present principal
occupation is Senior Managing
Director of Riverstone
Holdings LLC.
--------------------------------------------------------------------------------
Joseph Listengart Mr. Listengart is the Vice 4,198 (less than 1%)
President, General Counsel
and Secretary of Knight
Holdco. Mr. Listengart's
present principal
occupation is Vice
President, General Counsel
and Secretary of KMI, KMGP
and KMR.
--------------------------------------------------------------------------------

(1) Includes 7,879 Common Units owned by Mr. Kinder's spouse. Mr. Kinder
disclaims any and all beneficial or pecuniary interest in these Common Units.

(2) Based on Schedule 13G filed by Mr. Sarofim on February 14, 2007. Includes
2,3000,000 Common Units over which Mr. Sarofim has sole voting and dispositive
power, and 4,736,553 Common Units held in various investment advisory accounts
management Fayez Sarofim & Co., Sarofim Trust Co. or Sarofim International
Management Company, and with other trustees of trusts of which Mr. Sarofim is a
trustee with respect to the securities held in such trusts.

Page 17 of 40

INFORMATION CONCERNING THE SPONSORS

INFORMATION REGARDING GS CAPITAL PARTNERS V FUND, L.P., GSCP V OFFSHORE
KNIGHT HOLDINGS, L.P., GSCP V GERMANY KNIGHT HOLDINGS, L.P., GS CAPITAL PARTNERS
V INSTITUTIONAL, L.P., GS CAPITAL PARTNERS VI FUND, L.P., GSCP VI OFFSHORE
KNIGHT HOLDINGS, LP, GSCP VI GERMANY KNIGHT HOLDINGS, L.P., GS CAPITAL PARTNERS
VI PARALLEL, L.P., GS INFRASTRUCTURE KNIGHT HOLDINGS, L.P., GS INSTITUTIONAL
INFRASTRUCTURE PARTNERS I, L.P., GS GLOBAL INFRASTRUCTURE PARTNERS I, L.P.,
GOLDMAN SACHS KMI INVESTORS, L.P., GSCP KMI INVESTORS, L.P., AND GSCP KMI
INVESTORS OFFSHORE, L.P.

Each of GS Capital Partners V Fund, L.P., a Delaware limited
partnership; GS Capital Partners V Institutional, L.P., a Delaware limited
partnership; GS Capital Partners VI Fund, L.P., a Delaware limited
partnership; and GS Capital Partners VI Parallel, L.P., a Delaware limited
partnership was formed for the purpose to invest in equity, equity-related
and debt securities primarily acquired in privately-negotiated transactions,
leveraged acquisitions, reorganizations and other equity transactions. GSCP V
Advisors, L.L.C., a Delaware limited liability company, is the sole general
partner of GS Capital Partners V Fund, L.P.; GS Advisors V, L.L.C., a
Delaware limited liability company, is the sole general partner of GS Capital
Partners V Institutional, L.P; GSCP VI Advisors, L.L.C., a Delaware limited
liability company, is the sole general partner of GS Capital Partners VI
Fund, L.P.; and GS Advisors VI, L.L.C., a Delaware limited liability
company, is the sole general partner of GS Capital Partners VI Parallel, L.P.

Each of GS Global Infrastructure Partners I, L.P., a Delaware limited
partnership, and GS Institutional Infrastructure Partners I, L.P., a Delaware
limited partnership was formed for the purpose to invest in equity,
equity-related and debt securities in or relating to infrastructure assets or
companies and infrastructure-related assets or companies. GS Infrastructure
Advisors 2006, L.L.C., a Delaware limited liability company, is the sole general
partner of each of GS Global Infrastructure Partners I Fund, L.P. and GS
Institutional Infrastructure Partners I Fund, L.P.

Each of GSCP V Offshore Knight Holdings, L.P., a Delaware limited
partnership; GSCP V Germany Knight Holdings, L.P., a Delaware limited
partnership; GSCP VI Offshore Knight Holdings, L.P., a Delaware limited
partnership; GSCP VI Germany Knight Holdings, L.P., a Delaware limited
partnership; GS Infrastructure Knight Holdings, L.P., a Delaware limited
partnership; Goldman Sachs KMI Investors, L.P., a Delaware limited partnership;
GSCP KMI Investors, L.P., a Delaware limited partnership; and GSCP KMI Investors
Offshore, L.P. a Cayman Islands exempted limited partnership was formed for the
purpose to invest Knight Holdco.

GS Capital Partners V Offshore Fund, L.P., a Cayman Islands exempted
limited partnership, is the sole general partner of GSCP V Offshore Knight
Holdings, L.P. and GSCP V Offshore Advisors, L.L.C., a Delaware limited
liability company, is the sole general partner of GS Capital Partners V Offshore
Fund, L.P. GSCP V GmbH Knight Holdings, LP, a German limited partnership, is the
sole general partner of GSCP V Germany Knight Holdings, L.P. GS Capital Partners
VI Offshore Fund, L.P. a Cayman Islands exempted limited partnership, is the
sole general partner of GSCP VI Offshore Knight Holdings, L.P., and GSCP VI
Offshore Advisors, L.L.C., a Delaware limited liability company, is the sole
general partner of GS Capital Partners VI Offshore Fund, L.P. GSCP VI GmbH
Knight Holdings, LP, a German limited partnership, is the sole general partner
of GSCP VI Germany Knight Holdings, L.P. GS International Infrastructure
Partners I Fund, L.P., a Cayman Islands exempted limited partnership, is the
sole general partner of GS Infrastructure Knight Holdings, L.P. and GS
Infrastructure Advisors 2006, L.L.C., a Delaware limited liability company, is
the sole general partner of GS International Infrastructure Partners I Fund,
L.P. GSCP KMI Advisors, L.L.C., a Delaware limited liability company, is the
sole general partner of GSCP KMI Investors, L.P., GSCP KMI Offshore Advisors,
Inc., a Delaware limited liability company, is the sole general partner of GSCP
KMI Investors Offshore, L.P., and Goldman Sachs KMI Advisors, L.L.C., a Delaware
limited liability company, is the sole general partner of Goldman Sachs KMI
Investors, L.P.

The Goldman Sachs Group, Inc. is a Delaware corporation and holding
company that (directly and indirectly through subsidiaries or affiliated
companies or both) is a leading investment banking organization. Goldman, Sachs
& Co., a New York limited partnership, is an investment banking firm and a
member of the New York Stock Exchange and other national exchanges.

The principal business address of each entity listed above is 85 Broad
Street, New York, NY 10004.

Page 18 of 40

The name, position and present principal occupation of each executive
officer of each of (i) GSCP V Advisors, L.L.C.; (ii) GSCP V Offshore Advisors,
L.L.C.;(iii) GS Advisors V, L.L.C; (iv) GSCP VI Advisors, L.L.C.; (v) GSCP VI
Offshore Advisors, L.L.C; and (vi) GS Advisors VI, L.L.C. are set forth below.

The business address for all the executive officers listed below is c/o
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as
follows: The business address of Hughes B. Lepic, Robert R. Gheewalla, Joanna
Dzuibak Hislop, Steven R. Sher, Sanjay H. Patel, Steffen J. Kastner, Bjorn P.
Killmer, Sang Gyun Ahn and Martin Hintze is Peterborough Court, 133 Fleet
Street, London EC4A 2BB, England. The business address of Hsueh J. Sung,
Stephanie M. Hui, Sang Gyun Ahn and Andrew Wolff is Cheung Kong Center, 68th
Floor, 2 Queens Road, Central, Hong Kong. The business address of Joseph P.
DiSabato is 555 California Street, San Francisco, CA 94104. The business address
of Muneer A. Satter is 71 South Wacker Drive, Chicago, IL 60606. The business
address of Ankur A. Sahu is Roppongi Hills, Mori Tower, Level 43-48, 10-1,
Roppongi 6-chome, Minato-ku, Tokyo, 106-6147, Japan.

All executive officers listed below are United States citizens, except as
follows: Hughes B. Lepic is a citizen of France; Adrian M. Jones is a citizen of
Ireland; Bjorn P. Killmer, Steffen J. Kastner, Martin Hintze and Oliver Thym are
citizens of Germany; Hsueh Sung is a citizen of Taiwan; Ankur A. Sahu is a
citizen of India; Sang Gyun Ahn is a citizen of South Korea; Joanna Dzuibak
Hislop, and Stephanie M. Hui, and Steven R. Sher are citizens of the United
Kingdom.

--------------------------------------------------------------------------------
NAME POSITION PRESENT PRINCIPAL OCCUPATION
--------------------------------------------------------------------------------
Richard A. Friedman President Managing Director of Goldman,
Sachs & Co.
--------------------------------------------------------------------------------
Ben I. Adler Managing Director and Vice Managing Director of Goldman,
President Sachs & Co.
--------------------------------------------------------------------------------
Sang Gyun Ahn Managing Director and Vice Managing Director of Goldman
President Sachs (Asia) L.L.C.
--------------------------------------------------------------------------------
John E. Bowman Managing Director and Vice Managing Director of Goldman,
President Sachs & Co.
--------------------------------------------------------------------------------
Gerald J. Cardinale Managing Director and Vice Managing Director of Goldman,
President Sachs & Co.
--------------------------------------------------------------------------------
Henry Cornell Managing Director and Vice Managing Director of Goldman,
President Sachs & Co.
--------------------------------------------------------------------------------
John F.X. Daly Managing Director and Vice Managing Director of Goldman,
President Sachs & Co.
--------------------------------------------------------------------------------
Joseph P. DiSabato Managing Director and Vice Managing Director of Goldman,
President Sachs & Co.
--------------------------------------------------------------------------------
Katherine B. Enquist Managing Director, Vice Managing Director of Goldman,
President and Secretary Sachs & Co
--------------------------------------------------------------------------------
Robert R. Gheewalla Managing Director and Vice Managing Director of Goldman
President Sachs International
--------------------------------------------------------------------------------
Joseph H. Gleberman Managing Director and Vice Managing Director of Goldman,
President Sachs & Co.
--------------------------------------------------------------------------------
Philip W. Grovit Managing Director and Vice Managing Director of Goldman,
President Sachs & Co.
--------------------------------------------------------------------------------
Melina E. Higgins Managing Director and Vice Managing Director of Goldman,
President Sachs & Co.
--------------------------------------------------------------------------------
Martin Hintze Managing Director and Vice Managing Director of Goldman
President Sachs International
--------------------------------------------------------------------------------
Joanna Dzuibak Hislop Managing Director and Vice Managing Director of Goldman
President Sachs International
--------------------------------------------------------------------------------
Stephanie M. Hui Managing Director and Vice Managing Director of Goldman
President Sachs (Asia) L.L.C.
--------------------------------------------------------------------------------
Adrian M. Jones Managing Director and Vice Managing Director of Goldman,
President Sachs & Co.
--------------------------------------------------------------------------------
Steffen J. Kastner Managing Director and Vice Managing Director of Goldman
President Sachs International
--------------------------------------------------------------------------------
Bjorn P. Killmer Managing Director and Vice Managing Director of Goldman
President Sachs International
--------------------------------------------------------------------------------
Michael E. Koester Managing Director and Vice Managing Director of Goldman,
President Sachs & Co.
--------------------------------------------------------------------------------
Hughes B. Lepic Managing Director and Vice Managing Director of Goldman
President Sachs International
--------------------------------------------------------------------------------
Sanjeev K. Mehra Managing Director and Vice Managing Director of Goldman,
President Sachs & Co.
--------------------------------------------------------------------------------
Sanjay H. Patel Managing Director and Vice Managing Director of Goldman
President Sachs International
--------------------------------------------------------------------------------

Page 19 of 40

Page 20 of 40

The name, position and present principal occupation of each executive
officer of each of (i) GSCP V GmbH Knight Holdings, LP and (ii) GSCP VI GmbH
Knight Holdings, are set forth below.

The business address for all the executive officers listed below is c/o
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004,

All executive officers listed below are United States citizens.

Page 21 of 40

The name and principal occupation of each member of the Principal
Investment Area Investment Committee of Goldman, Sachs & Co., which exercises
the authority of Goldman, Sachs & Co. in managing GSCP V Advisors, L.L.C.,
GSCP V Offshore Advisors, L.L.C., GS Advisors V, L.L.C., GS Capital Partners
V Fund, L.P., GS Capital Partners V Offshore Fund, L.P., GSCP V Offshore
Knight Holdings, LP., GSCP V GmbH Knight Holdings, LP, GSCP V Germany Knight
Holdings, L.P., GS Capital Partners V Institutional, L.P., GSCP VI Advisors,
L.L.C., GSCP VI Offshore Advisors, L.L.C., GS Advisors VI, L.L.C., GS Capital
Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P., GSCP VI
Offshore Knight Holdings, LP, GSCP VI GmbH Knight Holdings, LP, GSCP VI
Germany Knight Holdings, L.P., GS Capital Partners VI Parallel, L.P., GSCP
KMI Advisors, L.L.C., GSCP KMI Investors, L.P., GSCP KMI Offshore Advisors,
Inc., GSCP KMI Investors Offshore, L.P., Goldman Sachs KMI Advisors, L.L.C.,
and Goldman Sachs KMI Investors, L.P. are set forth below.

The business address for each member listed below is c/o Goldman, Sachs &
Co., 85 Broad Street, New York, New York 10004, except as follows: The business
address of Robert R. Gheewalla, Hughes B. Lepic, Sanjay H. Patel and Yoel Daoui
is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business
address of Muneer A. Satter and Byron D. Trott is 71 South Wacker Drive,
Chicago, IL 60606. The business address of Hsueh J. Sung is 68/F Cheung Kong
Centre, Hong Kong.

All members listed below are United States citizens, except as follows:
Sarah E. Smith is a citizen of the United Kingdom; Hughes B. Lepic and Yoel
Zaoui are citizens of France; Adrian M. Jones is a citizen of Ireland; and Hsueh
Sung is a citizen of Taiwan.

--------------------------------------------------------------------------------
NAME PRESENT PRINCIPAL OCCUPATION
--------------------------------------------------------------------------------
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Henry Cornell Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Muneer A. Satter Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Joe DiSabato Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Adrian M. Jones Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Melina E. Higgins Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Hsueh J. Sung Managing Director of Goldman Sachs (Asia) L.L.C.
--------------------------------------------------------------------------------
Ben I. Adler Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Elizabeth C. Fascitelli Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Michael E. Koester Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Kenneth A. Pontarelli Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Ankur A. Sahu Managing Director of Goldman Sachs (Japan) L.L.C.
--------------------------------------------------------------------------------
Andrew E. Wolff Managing Director of Goldman Sachs (Asia) L.L.C.
--------------------------------------------------------------------------------
Sarah E. Smith Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Robert R. Gheewalla Managing Director of Goldman, Sachs International
--------------------------------------------------------------------------------
Hughes B. Lepic Managing Director of Goldman, Sachs International
--------------------------------------------------------------------------------
Gerald J. Cardinale Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Sanjay H. Patel Managing Director of Goldman, Sachs International
--------------------------------------------------------------------------------
Byron D. Trott Managing Director of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Yoel Zaoui Managing Director of Goldman, Sachs International
--------------------------------------------------------------------------------

Page 22 of 40

The name, position and present principal occupation of each executive
officer of GS Infrastructure Advisors 2006, L.L.C. are set forth below.

The business address for all the executive officers listed below is c/o
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as
follows: The business address of Julian C. Allen, Peter Lyneham, Sarah Mook and
Paul Obey is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England.

All executive officers listed below are United States citizens, except as
follows: Julian E. Allen, Sarah Mook and Paul Obey are citizens of the United
Kingdom, Peter Lyneham is a citizen of Australia and Philippe L.H. Camu is a
citizen of Belgium.

Page 23 of 40

The name and principal occupation of each member of the IIG Investment
Committee of Goldman, Sachs & Co., which exercises the authority of Goldman,
Sachs & Co. in managing GS Infrastructure Advisors 2006, L.L.C. are set forth
below.

The business address for all the executive officers listed below is c/o
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except as
follows: The business address of Jamal Dhanani, David Grounsell and Richard
Powers is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England.

All executive officers listed below are United States citizens, except as
follows: Jamal Dhanai and David Grounsell are citizens of the United Kingdom.
Philippe L.H. Camu is a citizen of Belgium.

Page 24 of 40

The name, position and present principal occupation of each executive
officer of each of (i) GSCP KMI Advisors, L.L.C., and (ii) GSCP KMI Offshore
Advisors, Inc. are set forth below.

The business address for all the executive officers listed below is c/o
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.

All executive officers listed below are United States citizens.

Page 25 of 40

The name, position and present principal occupation of each executive
officer of Goldman Sachs KMI Advisors, L.L.C. are set forth below.

The business address for all the executive officers listed below is c/o
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.

All executive officers listed below are United States citizens.

Page 26 of 40

During the past five years, none of the persons or entities described
above (i) has been convicted in a criminal proceeding (excluding traffic
violations and misdemeanors), or (ii) except as set forth below, was a party to
any judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) that resulted in a judgment, decree or
final order enjoining such person from future violations of, or prohibiting
activities subject to, federal or state laws, or a finding of a violation of
federal or state securities laws.

In November 2002, the Securities and Exchange Commission ("SEC"), the
National Association of Securities Dealers ("NASD") and the New York Stock
Exchange, Inc. ("NYSE") alleged that five broker dealers, including Goldman
Sachs, violated Section 17(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Rule 17a-4 thereunder, NYSE Rules 440 and 342 and NASD
Rules 3010 and 3110 by allegedly failing to preserve electronic mail
communications for three years and/or to preserve electronic mail communications
for the first two years in an accessible place, and by allegedly having
inadequate supervisory systems and procedures in relation to the retention of
electronic mail communications. Without admitting or denying the allegations,
the five broker dealers, including Goldman, Sachs & Co. ("Goldman Sachs"),
consented to censure by the SEC, NASD and NYSE and to the imposition of a
cease-and-desist order by the SEC and Goldman Sachs paid a total fine of
$1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also
undertook to review its procedures regarding the preservation of electronic mail
communications for compliance with the federal securities laws and regulations
and the rules of the NASD and NYSE, and to confirm within a specified period of
time that it has established systems and procedures reasonably designed to
achieve compliance with those laws, regulations and rules.

On April 28, 2003, without admitting or denying liability, ten investment
banking firms including Goldman Sachs, entered into global settlements with the
SEC, the NYSE, the NASD and certain states to resolve the investigations
relating to equity research analyst conflicts of interest. Goldman Sachs was
charged with violating NYSE Rules 342, 401, 472 and 475, and NASD Conduct Rules
2110, 2210 and 3010. Goldman Sachs also agreed to a censure by the NYSE and the
NASD and to pay a total of $110,000,000 and to adopt a set of industry-wide
reforms of its research and investment banking businesses and to adopt certain
restrictions on the allocations of "hot" IPO shares. The terms of the global
settlement were entered in an order by a federal court in the Southern District
of New York on October 31, 2003 (Civil Action Number 03CV2944). On September 4,
2003, Goldman Sachs and the SEC settled administrative proceedings relating to
certain trading in U.S. Treasury securities by Goldman Sachs on the morning of
October 31, 2001. The Staff of the SEC alleged that Goldman Sachs violated (i)
Section 15(c)(1) and Rule 15c1-2 of the Exchange Act as a result of certain
trading in U.S. Treasury bonds over an eight minute period on October 31, 2001;
and (ii) Section 15(f) of the Exchange Act by failing to maintain policies and
procedures specifically addressed to the possible misuse of non-public
information obtained from outside consultants. Under the Offer of Settlement
submitted by Goldman Sachs and accepted by the SEC, without admitting or denying
the SEC's allegations, Goldman Sachs consented to the entry of an Order that,
among other things, (i) censured Goldman Sachs; (ii) directed Goldman Sachs to
cease and desist from committing or causing any violations of Section
15(c)(1)(A) & (C) and 15(f) and Rule 15c1-2 of the Exchange Act; (iii) ordered
Goldman Sachs to pay disgorgement and prejudgment interest in the amount of
$1,742,642, and a civil monetary penalty of $5 million; and (iv) directed
Goldman Sachs to conduct a review its policies and procedures and to adopt,
implement and maintain policies and procedures consistent with the Order and
that review. Goldman Sachs also undertook to pay $2,562,740 in disgorgement and
interest relating to certain trading in U.S. Treasury bond futures during the
same eight minute period.

On July 1, 2004, Goldman Sachs and the SEC settled administrative
proceedings relating to communications from Goldman Sachs sales traders on its
Asian Shares Sales Desk to certain institutional customers and news media
concerning four international public securities offerings during the period
between October 1999 and March 2000. The SEC alleged (i) that certain of these
communications by Goldman Sachs employees were made after the registration
statements pertaining to those offerings were filed, but not yet declared
effective by the SEC, in violation of Section 5(b) of the Securities Act and
(ii) that certain comments to the news media by Goldman Sachs with respect to
one of the offerings constituted an offer to sell securities in violation of
Section 5(c) of the Securities Act. The SEC also alleged that Goldman Sachs
failed to adequately supervise the Asian Shares Sales Desk traders, as required
by Section 15(b)(4)(E) of the Exchange Act. Under the Offer of Settlement
submitted by Goldman Sachs and accepted by the SEC, without admitting or denying
the SEC's allegations, Goldman Sachs consented to the entry of an Order that,
among other things, directed Goldman Sachs to cease and desist from committing

Page 27 of 40

or causing any violations of Sections 5(b) and 5(c) of the Securities Act., and
ordered Goldman Sachs to pay a civil monetary penalty of $2 million.

On January 24, 2005, the SEC filed an action in the U.S. District Court
for the Southern District of New York alleging that Goldman Sachs violated Rule
101 of Regulation M under the Exchange Act by attempting to induce, or inducing
certain investors to make, aftermarket purchases of certain initial public
offerings underwritten by Goldman Sachs during 2000. On February 4, 2005,
without admitting or denying the allegations of the complaint, a final judgment
was entered against Goldman Sachs, with the consent of Goldman Sachs, under
which Goldman Sachs was permanently restrained and enjoined from violating Rule
101 of Regulation M and required to pay a $40 million civil penalty, which was
paid on March 31, 2005. In May 2006, the SEC alleged that fourteen investment
banking firms, including Goldman Sachs, violated Section 17(a)(2) of the
Securities Act of 1933, by engaging in one or more practices relating to
auctions of auction rate securities during the period from January 1, 2003
through June 30, 2004 as described in the cease-and-desist order entered by the
SEC. Goldman Sachs has agreed to provide certain disclosures about its material
auction practices and procedures to auction participants and to certify to the
SEC that it has implemented certain procedures relating to the auction process.
As part of a multi-firm settlement, Goldman Sachs submitted an Offer of
Settlement which was accepted by the SEC on May 31, 2006. Without admitting or
denying the allegations, Goldman Sachs consented to a censure and
cease-and-desist order and payment of $1,500,000 civil money penalty.

As of the date hereof, both GS Group and Goldman Sachs, or another
wholly-owned broker or dealer subsidiary of GS Group, may be deemed to
beneficially own 3,550 Common Units, which were acquired in ordinary course
trading activities. In addition, both GS Group and Goldman Sachs, or another
wholly-owned subsidiary of GS Group, may be deemed to beneficially own 2,454,018
Common Units that are held in managed accounts on behalf of clients, for which
both GS Group and Goldman Sachs, or such other subsidiary, or their respective
employees, have investment discretion. Accordingly, as of the date hereof, both
GS Group and Goldman Sachs may each be deemed to beneficially own an aggregate
of 2,457,568 Common Units, over all of which units they share dispositive power
and over 3,550 of such units they share voting power. Such 2,457,568 Common
Units constitute 1.51% of the outstanding Common Units, based on the reported
units outstanding. GS Group and Goldman Sachs disclaim beneficial ownership of
Common Units held in managed accounts.

Page 28 of 40

INFORMATION REGARDING CARLYLE PARTNERS IV KNIGHT, L.P. AND CP IV COINVEST, L.P.

Carlyle Partners IV Knight, L.P. and CP IV Coinvest, L.P. are owners of
Class A Units of Knight Holdco LLC. TC Group IV, L.P. is the general partner of
Carlyle Partners IV Knight, L.P. and CP IV Coinvest, L.P.; TC Group IV, L.L.C.
is the general partner of TC Group IV, L.P.; TC Group, L.L.C. is the managing
member of TC Group IV, L.L.C.; and TCG Holdings, L.L.C. is the managing member
of TC Group, L.L.C. TCG Holdings, L.L.C. is managed by a three-person managing
board, which is comprised of William E. Conway, Jr., Daniel A. D'Aniello and
David Rubenstein.

During the last five years, none of the foregoing entities or natural
persons have been (1) convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (2) a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining such person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.

Each of the entities listed above were organized in the State of Delaware.
The business address for each of the entities and natural persons listed above
is c/o The Carlyle Group, 1001 Pennsylvania Avenue, NW, Washington, DC
20004-2505.

Page 29 of 40

INFORMATION REGARDING CARLYLE/RIVERSTONE KNIGHT INVESTMENT PARTNERSHIP,
L.P., C/R ENERGY III KNIGHT NON-U.S. PARTNERSHIP, L.P., C/R KNIGHT PARTNERS,
L.P. AND C/R ENERGY COINVESTMENT III, L.P.

Carlyle/Riverstone Knight Investment Partnership, L.P., C/R Energy III
Knight Non-U.S. Partnership, L.P., C/R Knight Partners, L.P. and C/R Energy
Coinvestment III, L.P. are owners of Class A Units of Knight Holdco LLC.
Carlyle/Riverstone Energy Partners III, L.P. is the general partner of
Carlyle/Riverstone Knight Investment Partnership, L.P., C/R Energy III Knight
Non-U.S. Partnership, L.P., C/R Knight Partners, L.P. and C/R Energy
Coinvestment III, L.P. C/R Energy GP III, LLC is the general partner of
Carlyle/Riverstone Energy Partners III, L.P. Riverstone Investment Services LLC
and Carlyle Investment Management, L.L.C. each have a 50% voting interest in C/R
Energy GP III, LLC. TC Group, L.L.C. is the managing member of Carlyle
Investment Management, L.L.C. TCG Holdings, L.L.C. is the managing member of TC
Group, L.L.C.. TCG Holdings, L.L.C. is managed by a three-person managing board,
comprised of William E. Conway, Jr., Daniel A. D'Aniello and David Rubenstein.
Riverstone Holdings LLC controls Riverstone Investment Services LLC. Riverstone
Holdings LLC is managed by a two-person managing board, comprised of David M.
Leuschen and Pierre F. Lapeyre, Jr.

During the last five years, none of the foregoing entities or natural
persons has been (1) convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (2) a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining such person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.

The business address for each of Carlyle/Riverstone Knight Investment
Partnership, L.P., C/R Energy III Knight Non-U.S. Partnership, L.P., C/R Knight
Partners, L.P., C/R Energy Coinvestment III, L.P., Carlyle/Riverstone Energy
Partners III, L.P., C/R Energy GP III, LLC, Riverstone Investment Services LLC,
Riverstone Holdings LLC, David M. Leuschen and Pierre F. Lapeyre, Jr. is c/o
Riverstone Holdings LLC, 712 Fifth Avenue, 51st Floor, New York, NY 10019. Each
of the entities listed above was organized in the State of Delaware.

The business address for each of Carlyle Investment Management, L.L.C.,
TC Group, L.L.C., TCG Holdings, L.L.C., William E. Conway, Jr., Daniel A.
D'Aniello and David Rubenstein is c/o The Carlyle Group, 1001 Pennsylvania
Avenue, NW, Washington, DC 20004-2505. Each of the entities listed above
was organized in the State of Delaware.

Page 30 of 40

INFORMATION REGARDING AIG KNIGHT LLC, HIGHSTAR II KNIGHT ACQUISITION SUB, L.P.,
HIGHSTAR III KNIGHT ACQUISITION SUB, L.P., AIG HIGHSTAR CAPITAL III, L.P., AND
HIGHSTAR KNIGHT PARTNERS, L.P.

American International Group, Inc., a Delaware corporation ("AIG"), is a
holding company which, through its subsidiaries, is primarily engaged in a broad
range of insurance and insurance-related activities in the United States and
abroad. AIG's primary activities include both general and life insurance and
retirement services operations. Other significant activities include financial
services and asset management. AIG Financial Products Corp., a Delaware
corporation and wholly-owned subsidiary of AIG ("AIGFP"), engages as principal,
directly and through its subsidiaries and other AIG-owned companies under its
management, in standard and customized interest rate, currency, equity,
commodity, energy and credit products with counterparties throughout the world
and also raises funds through municipal reinvestment contracts and other private
and public security offerings, investing the proceeds in a diversified portfolio
of high grade securities and derivative transactions. AIG Knight LLC, a Delaware
limited liability company and wholly-owned subsidiary of AIGFP ("AIG Knight"),
was formed for the purpose of holding a portion of AIG's investment in Knight
Holdco LLC (defined below). The principal executive offices of AIG are located
at 70 Pine Street, New York, New York 10270; AIGFP and AIG Knight LLC are
located at 50 Danbury Road, Wilton, Connecticut 06897.

Each of AIG Highstar Capital III, L.P., a Delaware limited partnership,
Highstar II Knight Acquisition Sub, L.P., a Delaware limited partnership,
Highstar III Knight Acquisition Sub, L.P., a Delaware limited partnership, and
Highstar Knight Partners, L.P., a Delaware limited partnership (collectively,
the "Highstar Entites"), are investment fund vehicles. The principal executive
office for each Highstar Entity is 599 Lexington Ave, 24th floor, NY, NY, 10022.
Highstar II Knight Acquisition Sub, L.P. and Highstar III Knight Acquisition
Sub, L.P. were formed for the purpose of holding a portion of AIG's investment
in Knight Holdco LLC. Highstar II Knight Acquisition Sub is owned by AIG
Highstar Capital II, L.P., a Delaware limited partnership, AIG Highstar Capital
II Prism Fund, L.P., a Delaware limited partnership, and AIG Highstar Capital
II, Overseas Investors Fund, L.P., a Delaware limited partnership Highstar III
Knight Acquisition Sub is owned by AIG Highstar Capital III Prism Fund, L.P., a
Cayman limited partnership. Each of AIG Highstar Capital II, L.P., AIG Highstar
Capital II Prism Fund, L.P., AIG Highstar Capital II, Overseas Investors Fund,
L.P., AIG Highstar Capital III Prism Fund, L.P. AIG Highstar Capital III, L.P.
and Highstar Knight Partners, L.P. are investment fund vehicles that are
controlled by AIG Global Investment Corp., a New Jersey corporation and a
wholly-owned subsidiary of AIG ("AIGGIC"). AIG Knight, AIG, AIGFP and the
Highstar Entities are collectively referred to as the "AIG Entities".

Starr International Company, Inc., a Panamanian corporation ("SICO"), has
the sole power to vote and direct the disposition of 281,638,405 shares of
common stock, par value $2.50 per share, of AIG ("AIG Shares") and the shared
power to direct the disposition of 2,200,076 AIG Shares held by Universal
Foundation, Inc., a Panamanian corporation ("Universal Foundation"). C.V. Starr
& Co., Inc. a Delaware corporation ("Starr"), has the shared power to vote and
direct the disposition of 40,923,499 AIG Shares (18,544,278 of which are held by
the C.V. Starr & Co., Inc. Trust ("Starr Trust"), of which Starr is a
beneficiary). Maurice R. Greenberg, a United States citizen, has the sole power
to vote and direct the disposition of 2,695,797 AIG Shares, which may be
acquired pursuant to stock options previously granted by AIG to Mr. Greenberg as
a then officer and director of AIG. Mr. Greenberg has shared power to vote and
direct the disposition of 67,816,338 AIG Shares, 9,310,328 of which are held as
a tenant in common with Mr. Greenberg's wife, 111,004 of which are held in
family trusts of which Mr. Greenberg is a trustee, 30,923,499 of which are held
by Starr (18,544,278 shares of which are held by the Starr Trust, for which
Starr is a beneficiary and Mr. Greenberg is a trustee), 371,507 of which are
held by the Maurice R. and Corinne P. Greenberg Family Foundation, Inc., a New
York not-for-profit corporation (the "Greenberg Foundation"), of which Mr.
Greenberg, his wife and family members are directors and 27,100,000 of which are
held by the Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC, a
Florida limited liability company (the "Greenberg Joint Tenancy Company"), of
which the Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc.
(the "Greenberg Joint Tenancy Corporation") is the sole and managing member. Mr.
Greenberg owns 24.08% of the voting common stock of Starr directly. The
Greenberg Foundation has the shared power to vote and direct the disposition of
such 371,507 AIG Shares. The Greenberg Joint Tenancy Company has the shared
power to vote and direct the disposition of such 27,100,000 AIG Shares. Edward
E. Matthews, a United States citizen, has the sole power to vote and direct the
disposition of 613,345 AIG Shares, 300,220 of which are held directly by Mr.
Matthews and 313,125 of which may be acquired pursuant to stock options
previously granted by AIG to Mr. Matthews as a then officer and director of AIG.
Mr. Matthews has shared power to vote and direct the disposition of 18,567,578
AIG Shares, 23,300 of which are held by Mr. Matthews' wife and 18,544,278 of
which are held by the Starr Trust, for which Starr is a beneficiary and Mr.
Matthews is a trustee.

Page 31 of 40

The principal executive offices of SICO are located at Baarestrasse 101,
CH-6300 Zug, Switzerland and it also maintains an office at Mercury House, 101
Front Street, Hamilton HM12, Bermuda. The principal executive offices of Starr
and the Greenberg Foundation are located at 399 Park Avenue, 17th Floor, New
York, New York 10022. The principal executive offices of Universal Foundation
are located at Mercury House, 101 Front Street, Hamilton HM 12, Bermuda. The
principal executive offices of the Greenberg Joint Tenancy Company are located
at 35 Ocean Reef Drive, Key Largo, Florida 33037. The names of the directors and
executive officers ("Covered Persons") of the AIG Entities, SICO, Starr,
Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy
Company, their business addresses and principal occupations, including the
business addresses and principal occupations of Messrs. Greenberg and Matthews,
are set forth in Exhibit A attached hereto, which is incorporated herein by
reference in its entirety. The business address indicated for Messrs. Greenberg
and Matthews and each other Covered Person is also the address of the principal
employer of such person. Each of the Covered Persons is a citizen of the United
States, except for Messrs. Sullivan, Tse and Walsh, who are British Subjects,
Mr. Marshall A. Cohen, who is a Canadian citizen, Dr. Jacob A. Frenkel, who is a
citizen of the State of Israel and the Republic of Poland, Messrs. Bridgwater,
Forster, Johnson, Pentland and Osborne and Ms. Barclay and Ms. Barnes, who are
citizens of the United Kingdom, Messrs. Zalamea and Colayco and Ms. Fernando,
who are citizens of the Republic of the Philippines, Mr. Gabriele, who is a
citizen of the Republic of Italy, and Mr. Micottis, who is a citizen of the
Republic of France.

All information provided in this Schedule 13D with respect to Messrs.
Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg
Foundation, and the Greenberg Joint Tenancy Company and their respective
directors and executive officers is provided based solely on the information set
forth in the most recent amendment to Schedule 13D relating to AIG Shares filed
on March 20, 2007 on behalf of Messrs. Greenberg and Matthews, SICO, Starr,
Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy
Company. This information has not been updated to reflect changes in the
ownership by such parties of AIG Shares that are disclosed in filings made by
one or more of such parties under Section 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). In each case, such information may not be
accurate or complete and AIG takes no responsibility therefor and makes no
representation to its accuracy or completeness as of the date hereof or any
subsequent date.

2006 Regulatory Settlements

In February 2006, AIG reached a final settlement with the Securities and
Exchange Commission ("SEC"), the United States Department of Justice ("DOJ"),
the Office of the New York Attorney General ("NYAG") and the New York State
Department of Insurance ("DOI"). The settlements resolved outstanding litigation
filed by the SEC, NYAG and DOI against AIG and concluded negotiations with these
authorities and the DOJ in connection with the accounting, financial reporting
and insurance brokerage practices of AIG and its subsidiaries, as well as claims
relating to the underpayment of certain workers compensation premium taxes and
other assessments.

AIG, without admitting or denying the allegations in the SEC complaint,
consented to the issuance of a final judgment on February 9, 2006: (a)
permanently restraining and enjoining AIG from violating Section 17(a) of the
Securities Act of 1933, as amended ("Securities Act"), and Sections 10(b),
13(a), 13(b)(2) and 13(b)(5) and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1
of the Exchange Act; (b) ordering AIG to pay disgorgement in the amount of $700
million; and (c) ordering AIG to pay a civil penalty in the amount of $100
million. These amounts have been paid into a fund under the supervision of the
SEC to be available to resolve claims asserted in various civil proceedings,
including shareholder lawsuits.

Page 32 of 40

In February 2006, AIG and the DOJ entered into a letter agreement. In the
letter agreement, the DOJ notified AIG that in its view, AIG, acting through
some of its employees, violated federal criminal law in connection with
misstatements in periodic financial reports that AIG filed with the SEC between
2000 and 2004 relating to certain transactions. The settlement with the DOJ
consists of, among other things, AIG's cooperating with the DOJ in the DOJ's
ongoing criminal investigation, accepting responsibility for certain of its
actions and those of its employees relating to these transactions and paying $25
million.

Effective February 9, 2006, AIG entered into agreements with the NYAG and
the DOI, settling claims under New York's Martin Act and insurance laws, among
other provisions, which were originally brought by the NYAG and the DOI in a
civil complaint filed on May 26, 2005. Under the agreements, $375 million was
paid into a fund under the supervision of the NYAG and the DOI to be available
principally to pay certain AIG insureds who purchased excess casualty policies
through Marsh & McLennan Companies, Inc. or Marsh Inc. In addition,
approximately $343 million will be used to compensate participating state funds
in connection with the underpayment of certain workers compensation premium
taxes and other assessments. In addition, AIG paid a $100 million fine to the
State of New York.

As part of these settlements, AIG has agreed to retain for a period of
three years an independent consultant who will conduct a review that will
include the adequacy of AIG's internal controls over financial reporting and the
remediation plan that AIG has implemented as a result of its own internal
review.

PNC Settlement

In November 2004, AIG and AIGFP, a subsidiary of AIG, reached a final
settlement with the SEC, the Fraud Section of the DOJ and the United States
Attorney for the Southern District of Indiana with respect to issues arising
from certain structured transactions entered into with Brightpoint, Inc. and The
PNC Financial Services Group, Inc. ("PNC"), the marketing of transactions
similar to the PNC transactions and related matters.

As part of the settlement, the SEC filed against AIG a civil complaint,
based on the conduct of AIG primarily through AIGFP, alleging violations of
certain antifraud provisions of the federal securities laws and for aiding and
abetting violations of reporting and record keeping provisions of those laws.
AIG, without admitting or denying the allegations in the SEC complaint,
consented to the issuance of a final judgment permanently enjoining it and its
employees and related persons from violating certain provisions of the Exchange
Act, Exchange Act rules and the Securities Act, ordering disgorgement of fees it
received from the PNC transactions and providing for AIG to establish a
transaction review committee to review the appropriateness of certain future
transactions and to retain an independent consultant to examine certain
transactions entered into between 2000 and 2004 and review the policies and
procedures of the transaction review committee.

The DOJ filed against AIGFP PAGIC Equity Holding Corp. ("AIGFP PAGIC"), a
wholly-owned subsidiary of AIGFP, a criminal complaint alleging that AIGFP PAGIC
violated federal securities laws by aiding and abetting securities law
violations by PNC, in connection with a transaction entered into in 2001 with
PNC that was intended to enable PNC to remove certain assets from its balance
sheet. The settlement with the DOJ consists of separate agreements with AIG and
AIGFP and a complaint filed against, and deferred prosecution agreement with,
AIGFP PAGIC. Under the terms of the settlement, AIGFP paid a monetary penalty of
$80 million. On January 17, 2006, the court approved an order dismissing the
complaint with prejudice and AIGFP PAGIC has since been dissolved. The
obligations of AIG, AIGFP and AIGFP PAGIC under the DOJ agreements relate
principally to cooperating with the DOJ and other federal agencies in connection

Page 33 of 40

with their related investigations. Except as set forth above, during the last
five years, none of the AIG Entities, nor, to the knowledge of each of the AIG
Entities, any of the executive officers and directors of the AIG Entities, (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violation with respect to
such laws.

Each of the AIG Entities and, to the best of their knowledge, the executive
officers and directors of the AIG Entities (as listed in Exhibit A) have not
engaged in any transactions in the Common Units of the Issuer during the past
sixty days. None of the AIG Entities has any available information regarding
transactions in the Common Units of the Issuer by Messrs. Greenberg and
Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation and the
Greenberg Joint Tenancy Company or their respective directors and executive
officers.

Page 34 of 40

EXHIBIT A

DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN INTERNATIONAL GROUP, INC.

Marshall A. Cohen Director Counsel, Cassels, Brock & Cassels, Brock & Blackwell, 40
Blackwell King Street West, 20th Floor,
Toronto, Ontario M5H 3C2

Martin S. Director Professor of Economics, National Bureau of Economic
Feldstein Harvard University; Research, Inc., 1050
President and CEO, National Massachusetts Avenue,
Bureau of Economic Research Cambridge, Massachusetts 02138

Ellen V. Futter Director President, American Museum American Museum of Natural
of Natural History History, Central Park West at
79th Street, New York, New
York 10024

Steven L. Director Retired; Former Deputy c/o 70 Pine Street, New York,
Hammerman Commissioner for Legal New York 10270
Matters for the New York
Police Department and Vice
Chairman, Merrill Lynch &
Co., Inc.

Richard C. Director Vice Chairman, Perseus LLC Perseus LLC, 1235 Avenue of
Holbrooke the Americas, New York, New
York, 10019

Fred H. Director Chairman, Global Affairs 767 Fifth Avenue, New York,
Langhammer and Former Chief Executive New York 10153
Officer, The Estee Lauder
Companies Inc.

George L. Miles Director President and Chief 4802 Fifth Avenue, Pittsburgh,
Executive Officer, WQED Pennsylvania 15213
Multimedia

James F. Orr III Director Chairman of the Board of 420 Fifth Avenue, New York,
Trustees, The Rockefeller New York 10018
Foundation

Morris W. Offit Director Co-Chief Executive Officer, 65 East 55th Street, New York,
Offit Hall Capital New York 10022
Management LLC

Virginia M. Director Senior Vice Route 100, Mail Drop 2275,
Rometty President-Global Business Building 2, Somers, New York
Services, International 10589
Business Machines
Corporation

Martin J. Director and President and Chief 70 Pine Street, New York, New
Sullivan Executive Executive Officer York 10270
Officer

Michael H. Sutton Director Consultant; Former Chief c/o 70 Pine Street, New York,
Accountant of the United New York 10270
States Securities and
Exchange Commission

Edmund S.W. Tse Director and Senior Vice Chairman - Life American International
Executive Insurance Assurance Co., Ltd., 1 Stubbs
Officer Road, Hong Kong

Robert B. Director Former President and Chief 9 West 57th Street, New York,
Willumstad Operating Officer, New York 10019
Citigroup Inc.

Frank G. Zarb Director Chairman, Frank Zarb 375 Park Avenue, New York, New
Associates, LLC; Senior York 10152
Advisor, Hellman & Friedman
LLC

Page 35 of 40

Dr. Jacob A. Executive Vice Chairman - Global 70 Pine Street, New York, New
Frenkel Officer Economic Strategies York 10270

Frank G. Wisner Executive Vice Chairman - External 70 Pine Street, New York, New
Officer Affairs York 10270

Steven J. Executive Executive Vice President & 70 Pine Street, New York, New
Bensinger Officer Chief Financial Officer York 10270

Anastasia D. Kelly Executive Executive Vice President, 70 Pine Street, New York, New
Officer General Counsel and Senior York 10270
Regulatory and Compliance
Officer

Rodney O. Executive Executive Vice President - 2929 Allen Parkway, Houston,
Martin, Jr. Officer Life Insurance Texas 77019

Kristian P. Moor Executive Executive Vice President - 70 Pine Street, New York, New
Officer Domestic General Insurance York 10270

Win J. Neuger Executive Executive Vice President & 70 Pine Street, New York, New
Officer Chief Investment Officer York 10270

Robert B. Sandler Executive Executive Vice President - 70 Pine Street, New York, New
Officer Domestic Personal Lines York 10270

Nicholas C. Walsh Executive Executive Vice President - 70 Pine Street, New York, New
Officer Foreign General Insurance York 10270

Jay S. Wintrob Executive Executive Vice President - AIG Retirement Services, Inc.,
Officer Retirement Services 1999 Avenue of the Stars, Los
Angeles, California 90067

William N. Dooley Executive Senior Vice President - 70 Pine Street, New York, New
Director Financial Services York 10270

David L. Herzog Executive Senior Vice President & 70 Pine Street, New York, New
Officer Comptroller York 10270

Andrew J. Kaslow Executive Senior Vice President & 70 Pine Street, New York, New
Officer Chief Human Resources York 10270
Officer

Robert E. Lewis Executive Senior Vice President & 70 Pine Street, New York, New
Officer Chief Risk Officer York 10270

Brian T. Executive Senior Vice President - 70 Pine Street, New York, New
Schreiber Officer Strategic Planning York 10270

DIRECTORS AND EXECUTIVE OFFICERS OF AIG FINANCIAL PRODUCTS CORP.

M. Bernard Director Retired Partner, Sullivan & Sullivan & Cromwell, 125 Broad
Aidinoff Cromwell Street, New York, NY 10004

Steven J. Director Executive Vice President 70 Pine Street, New York, New
Bensinger and Chief Financial York 10270
Officer, American
International Group, Inc.

Joseph J. Cassano Director and President and Chief Banque AIG, London Branch, 1
Executive Executive Officer Curzon Street, 5th Floor,
Officer London, U.K. W1J5RT

William N. Director and Senior Vice President - 70 Pine Street, New York, New
Dooley Executive Financial Services, York 10270
Officer American International
Group, Inc.; Chairman, AIG
Financial Products Corp.

Page 36 of 40

John M. Foster Director Consultant c/o AIG Financial Products
Corp., 50 Danbury Road,
Wilton, Connecticut, 06897-4444

Morris W. Offit Director Co-Chief Executive Officer, 65 East 55th Street, New York,
Offit Hall Capital New York 10022
Management LLC

Martin J. Director President and Chief 70 Pine Street, New York, New
Sullivan Executive Officer, American York 10270
International Group, Inc.

Michael H. Sutton Director Consultant; Former Chief c/o 70 Pine Street, New York,
Accountant of the United New York 10270
States Securities and
Exchange Commission

Douglas L. Executive Executive Vice President, 50 Danbury Road, Wilton,
Poling (1) Officer Transaction Development and Connecticut, 06897-4444
Energy Groups

Mark S. Balfan Executive Chief Financial Officer and 50 Danbury Road, Wilton,
Officer Treasurer Connecticut, 06897-4444

James Bridgwater Executive Executive Vice President - Banque AIG, London Branch, 1
Officer Quantitative Solutions Curzon Street, 5th Floor,
London, U.K. W1J5RT

Andrew Forster Executive Executive Vice President - Banque AIG, London Branch, 1
Officer Asset Trading and Credit Curzon Street, 5th Floor,
Products London, U.K. W1J5RT

Mauro Gabriele Executive Executive Vice President - Banque AIG, 44-46 rue de
Officer European Marketing Bassano, Paris, 75008 France

William Kolbert Executive Executive Vice President - 50 Danbury Road, Wilton, CT
Officer Systems 06897-4444

Pierre Micottis Executive Executive Vice President - Banque AIG, 44-46 rue de
Officer Market Risk Bassano, Paris, 75008 France

Nigel Pentland Executive Executive Vice President - Banque AIG, Tokyo Branch, 14th
Officer Asian Marketing Flr, Urbannet Otemachi
Building, 2-2 Otemachi 2
Chome, Chiyoda-ku, Tokyo
100-0004 Japan

William S. Executive Managing Director, General 50 Danbury Road, Wilton, CT
Shirley Officer Counsel and Secretary 06897-4444

EXECUTIVE OFFICERS OF AIG KNIGHT LLC

Joseph J. Cassano Executive President and Chief Banque AIG, London Branch, 1
Officer Executive Officer, AIG Curzon Street, 5th Floor,
Financial Products Corp. London, U.K. W1J5RT

Mark S. Balfan Executive Chief Financial Officer and 50 Danbury Road, Wilton,
Officer Treasurer, AIG Financial Connecticut, 06897-4444
Products Corp.

---------------
(1) Mr. Poling's spouse holds 3,795 Common Units in a revocable trust in her
name.

Page 37 of 40

William S. Executive Managing Director, General 50 Danbury Road, Wilton, CT
Shirley Officer Counsel and Secretary 06897-4444

DIRECTORS AND EXECUTIVE OFFICERS OF STARR INTERNATIONAL COMPANY, INC.

Maurice R. Chairman of Chairman of the Board and 399 Park Avenue, 17th Floor,
Greenberg the Board director, Starr International New York, New York 10022
and Director Company, Inc. and C.V. Starr
& Co., Inc.; Chief Executive
Officer, C.V. Starr & Co.,
Inc.; trustee of C.V. Starr &
Co., Inc. Trust; member,
director and Chairman of the
Board, The Starr Foundation.

Joseph C.H. President President and Director 101 First Street, Hamilton,
Johnson and Director Bermuda HM 12

Edward E. Matthews Managing Managing Director and 399 Park Avenue, 17th Floor,
Director director, Starr International New York, New York 10022
Company, Inc.; director and
President, C.V. Starr & Co.,
Inc.; trustee, C.V. Starr &
Co., Inc. Trust; member and
director, The Starr
Foundation.

Houghton Freeman Director President, Freeman Foundation 499 Taber Hill Road, Stowe,
VT 05672

Lawrence S. Director Private Equity Investor 399 Park Avenue, 17th Floor,
Greenberg New York, NY 10022

Bertil P-H Director Executive Vice President and 399 Park Avenue, 17th Floor,
Lundquist General Counsel, C.V. Starr & New York, NY 10022
Co., Inc.

R. Kendall Director Retired 435 Seaspray Avenue,
Palm Nottingham Beach, FL 33480

Howard I. Smith Director Vice Chairman-Finance and 399 Park A venue, 17th Floor,
Secretary, C.V. Starr & Co., New York, NY 10022
Inc.

John J. Roberts Director Senior Advisor, American Concordia Farms P.O. Box
International Group, Inc. 703, Easton, MD 21601

Ernest Stempel Director Senior Advisor and Honorary 70 Pine Street, New York, NY
Director, American 10270
International Group, Inc.

Cesar Zalamea Director President and Chief Executive Suite 1405-7, Two Exchange
Officer, Starr International Square, 8 Connaught Place,
Company (Asia), Limited Central, Hong Kong

DIRECTORS AND EXECUTIVE OFFICERS OF C.V. STARR & CO., INC.

Maurice R. Chairman of the (See above) (See above)
Greenberg Board, director
and Chief
Executive Officer

Page 38 of 40

Howard I. Smith Vice (See above) (See above)
Chairman-Finance
and Secretary
and Director

Edward E. Matthews President and (See above) (See above)
Director

Houghton Freeman Director (See above) (See above)

John J. Roberts Director (See above) (See above)

Bertil P-H Lundquist Director (See above) (See above)

Lawrence S. Director (See above) (See above)
Greenberg

DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL FOUNDATION, INC.

Stuart Osborne President and President of Universal Mercury House
Director Foundation 101 Front Street

Hamilton HM 12, Bermuda

Eligia G. Fernando Director Retired Mercury House
101 Front Street
Hamilton HM 12, Bermuda

Cesar C. Zalamea Director (See above) (See above)

Aloysius B. Colayco Director Managing Director, Argosy Partners
Argosy Partners 8th Floor, Pacific Star
Building
Makati City, Philippines

Jennifer Barclay Secretary Secretary of Universal Mercury House
Foundation 101 Front Street
Hamilton HM 12, Bermuda

Margaret Barnes Treasurer Treasurer of Universal Fitzwilliam Hall
Foundation Fitzwilliam Place
Dublin 2, Ireland

DIRECTORS AND EXECUTIVE OFFICERS OF THE MAURICE R. AND CORRINE P. GREENBERG
FAMILY FOUNDATION, INC.

Maurice R. Chairman and (See above) (See above)
Greenberg Director

Corrine P. Greenberg President and President and Director, 399 Park Avenue, 17th Floor
Director Greenberg Foundation New York, New York 10022

Jeffrey W. Greenberg Vice President Vice President and 399 Park Avenue, 17th Floor
and Director Director, Greenberg New York, New York 10022
Foundation

Evan G. Greenberg Vice President President and Chief 399 Park Avenue, 17th Floor
and Director Executive Officer, ACE New York, New York 10022
Limited

Page 39 of 40

Lawrence S. Vice President (See above) (See above)
Greenberg and Director

Shake Nahapetian Treasurer Administrative 399 Park Avenue, 17th Floor
Assistant, CV Starr New York, New York 10022

DIRECTOR AND EXECUTIVE OFFICER OF THE MAURICE R. AND CORRINE P. GREENBERG
JOINT TENANCY CORPORATION, INC.

Maurice R. Chairman, CEO, (See above) (See above)
Greenberg President,
Treasurer,
Secretary and
Director

DIRECTORS AND EXECUTIVE OFFICERS OF AIG GLOBAL INVESTMENT CORP.

Win Jay Neuger Director (See above) (See above)

Richard Waldo Director Senior Managing Director 599 Lexington Ave, 25th floor,
Scott NY, NY, 10022

Hans Karl-Erik Director Senior Managing Director 599 Lexington Ave, 25th floor,
Danielson NY, NY, 10022

Robert Thompson Executive Senior Managing Director 599 Lexington Ave, 25th floor,
Officer NY, NY, 10022

Jeffrey Hurd Executive Senior Managing Director 599 Lexington Ave, 25th floor,
Officer NY, NY, 10022

Page 40 of 40