<PAGE>   1

                                                                  CONFORMED COPY


                      AMENDMENT NO. 1 TO CREDIT AGREEMENTS


         AMENDMENT dated as of November 6, 1998 to (i) the Amended and Restated
Five-Year Credit Agreement, (ii) the Amended and Restated 364-Day Credit
Agreement and (iii) the Amended and Restated Reimbursement Agreement, each dated
as of January 30, 1998 (the "Credit Agreements") among KN ENERGY, INC. (the
"Borrower"), the BANKS party thereto (the "Banks") and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Administrative Agent (the "Administrative Agent").

                              W I T N E S S E T H :

         WHEREAS, the parties hereto desire to amend the Credit Agreements as
set forth below;

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreements
has the meaning assigned to such term in the Credit Agreements. Each reference
to "hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in each Credit Agreement shall, after this Amendment becomes
effective, refer to such Credit Agreement as amended hereby.

         SECTION 2. Amendment. Section 5.07(a) of each Credit Agreement is
amended by changing the figure "87.00%" to "88.4375%".

         SECTION 3. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of each Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default under any Credit Agreement will have occurred
and be continuing on such date.

         SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.


<PAGE>   2

         SECTION 6. Effectiveness. This Amendment shall become effective as of
the date of the Credit Agreements on the date (the "Amendment Effective Date")
when the Administrative Agent shall have received from each of the Borrower and
the Required Banks under each Credit Agreement a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to
the Administrative Agent) that such party has signed a counterpart hereof.


                                       2

<PAGE>   3




         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.



                                           K N ENERGY, INC.



                                           By /s/ Rose M. Robeson
                                              ---------------------------------
                                              Title: Vice President & Treasurer


<PAGE>   4



                                           MORGAN GUARANTY TRUST
                                           COMPANY OF NEW YORK



                                           By /s/ Diana H. Imhof
                                              ---------------------------------
                                              Title: Vice President


                                           BANK OF AMERICA NT & SA



                                           By /s/ David C. Rubenking
                                              ---------------------------------
                                              Title: Senior Vice President


                                           THE CHASE MANHATTAN BANK


                                           By /s/ Mary Jo. Woodford
                                              ---------------------------------
                                              Title: Vice President


                                           NATIONSBANK, N.A.



                                           By /s/ David C. Rubenking
                                              ---------------------------------
                                              Title: Senior Vice President





<PAGE>   5



                                           COMMERZBANK AG LOS ANGELES
                                           BRANCH



                                           By /s/ Christian Jagenberg
                                              ---------------------------------
                                              Title: SVP & Manager



                                           By /s/ John Korthuis
                                              ---------------------------------
                                              Title: Vice President


                                           THE FIRST NATIONAL BANK OF
                                           CHICAGO



                                           By /s/ Alan C. Brown
                                              ---------------------------------
                                              Title: First Vice President


                                           SOCIETE GENERALE SOUTHWEST
                                           AGENCY



                                           By /s/ Richard A. Erbert
                                              ---------------------------------
                                              Title: Vice President






<PAGE>   6





                                             BAYERISCHE HYPO-und
                                             VEREINSBANK AG,
                                                   LOS ANGELES AGENCY



                                             By /s/ Christine Taylor
                                                --------------------------------
                                                Title: Vice President & Manager



                                             By /s/ Jarunee Hanpachern
                                                --------------------------------
                                                Title: Asst. Vice President


                                             THE NORTHERN TRUST COMPANY



                                             By /s/ John E. Burda
                                                --------------------------------
                                                Title: Second Vice President


                                            THE BANK OF NOVA SCOTIA



                                            By /s/ Jon Burckin
                                               --------------------------------
                                               Title: Relationship Manager






                                             BARCLAYS BANK PLC



                                             By /s/ Salvatore Esposito
                                                --------------------------------
                                                Title: Director

<PAGE>   7

                                             CANADIAN IMPERIAL BANK OF
                                             COMMERCE



                                             By /s/ Michael A.G. Corkum
                                                --------------------------------
                                                Title: Authorized Signatory


                                             CREDIT LYONNAIS NEW YORK
                                             BRANCH



                                             By /s/ Philippe Soustra
                                                --------------------------------
                                                Title: Senior Vice President


                                             FIRST UNION NATIONAL BANK



                                             By /s/ Michael J. Kolosowsky
                                                --------------------------------
                                                Title: Vice President







                                             TORONTO DOMINION (TEXAS), INC.



                                             By /s/ Alva J. Jones
                                                --------------------------------
                                                Title: Vice President

<PAGE>   8

                                             UNION BANK of SWITZERLAND,
                                             HOUSTON AGENCY



                                             By
                                                --------------------------------
                                                Title:



                                             By
                                                --------------------------------
                                                Title:


                                             THE BANK OF NEW YORK



                                             By /s/ John N. Watt
                                                --------------------------------
                                                Title: Vice President


                                             CITIBANK, N.A.



                                             By /s/ J. Christopher Lyons
                                                --------------------------------
                                                Title: Attorney-in-Fact








                                             U.S. BANK NATIONAL ASSOCIATION
                                             d/b/a Colorado National Bank



                                             By /s/ Mark E. Thompson
                                                --------------------------------
                                                Title: Vice President

<PAGE>   9

                                             DRESDNER BANK AG, NEW YORK
                                             AND GRAND CAYMAN BRANCHES


                                             By /s/ Robert Preminger
                                                --------------------------------
                                                Title: Assistant Treasurer


                                             By /s/ Henry J. Karsch, Jr.
                                                --------------------------------
                                                Title: Assistant Treasurer


                                             KBC BANK N.V.


                                             By /s/ Robert Snauffer
                                                --------------------------------
                                                Title: First Vice President


                                             By /s/ Marcel Claes
                                                --------------------------------
                                                Title: Deputy General Manager









                                             ROYAL BANK OF CANADA



                                             By /s/ Gil J. Benard
                                                --------------------------------
                                                Title: Senior Manager

<PAGE>   10

                                             WESTDEUTSCHE LANDESBANK
                                             GIROZENTRALE



                                             By /s/ Robert D. Wieser
                                                --------------------------------
                                                Title: Vice President



                                             By /s/ Elisabeth R. Wilds
                                                --------------------------------
                                                Title: Associate


                                             WACHOVIA BANK, N.A.



                                             By /s/ Michael S. Sims
                                                --------------------------------
                                                 Title: Vice President


                                             WELLS FARGO BANK (TEXAS),
                                             NATIONAL ASSOCIATION



                                             By /s/ Richard P. Stults
                                                --------------------------------
                                                 Title: Vice President


                                             THE BANK OF TOKYO-MITSUBISHI
                                             LTD.



                                             By /s/ Ichiro Otani
                                                --------------------------------
                                                Title: Deputy General Manager

<PAGE>   11

                                             THE LONG-TERM CREDIT BANK
                                             OF JAPAN LIMITED



                                             By /s/ Sadao Muraoka
                                                --------------------------------
                                                Title: Head of Southwest Region


                                             NORWEST BANK COLORADO, N.A.



                                             By /s/ Thomas M. Foncannon
                                                --------------------------------
                                                Title: Senior Vice President


<PAGE>   12



                                         MORGAN GUARANTY TRUST COMPANY
                                            OF NEW YORK, as Administrative Agent



                                         By /s/ Diana H. Imhof
                                            -----------------------------------
                                            Title: Vice President