Kinder Morgan, Inc. 364-Day Modification of Credit Agreement



Exhibit 4.6






Modification of


Credit Agreement Commitment










Effective as of December 13, 2002





among





Kinder Morgan, Inc.,



Wachovia Bank, National Association





and







JPMorgan Chase Bank

as Administrative Agent















MODIFICATION OF 

CREDIT AGREEMENT COMMITMENT






     THIS MODIFICATION OF
CREDIT AGREEMENT COMMITMENT (this "Modification") is made and entered
into effective as of the 13th day of December, 2002 (the "Modification
Effective Date", among KINDER MORGAN, INC., a Kansas corporation (the "Company"),
WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as a Lender (as defined below)
("Wachovia"), and JPMORGAN CHASE BANK, as administrative agent (the
"Administrative Agent") for each of the lenders (the "Lenders")
that is a signatory or which becomes a signatory to the hereinafter defined Credit
Agreement.




R E C I T A L S:



     A.     On
October 15, 2002, the Company, the Lenders, Wachovia Bank, National Association, as
syndication agent, Citibank, N.A. and Commerzbank AG, New York and Grand Cayman Branches,
as documentation agents, and the Administrative Agent entered into a 364-Day Credit
Agreement (the "Credit Agreement") whereby, upon the terms and conditions
therein stated, the Lenders agreed to make certain Loans (as defined in the Credit
Agreement) to the Company and extend certain other credit to the Company.



     B.     Pursuant
to Section 2.01 of the Credit Agreement, the Company has the right, with the consent of
the Administrative Agent, to increase the total Commitments of the Lenders by adding to
the Credit Agreement one or more additional Lenders or by allowing one or more Lenders to
increase its Commitment; provided (1) no Default or Event of Default shall then
exist, (2) no such increase shall cause (a) the aggregate Commitments under the Credit
Agreement to exceed $500,000,000 or (b) the sum of the aggregate Commitments under the
Credit Agreement plus the aggregate commitments under the Three-Year Facility to exceed
$900,000,000, and (3) no Lender’s Commitment shall be increased without such
Lender’s consent.



     C.     Wachovia
has agreed with the Company to increase its Commitment from $50,000,000 to $58,722,222 and
the Administrative Agent has consented to such increase.



     NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained, the Company, Wachovia and the
Administrative Agent hereby agree as follows:



     1.     Certain
Definitions.



          1.1     Terms Defined Above.  As
used in this Modification, the terms "Administrative Agent", "Company",
"Credit Agreement", "Lender", "Modification",
"Modification Effective Date", and "Wachovia"
shall have the meanings indicated above.






          1.2     Terms Defined in Agreement.  Unless
otherwise defined herein, all capitalized terms which are defined in the Credit Agreement
shall have the same meanings herein as therein unless the context hereof otherwise
requires.



     2.     Modification
of Wachovia’s Commitment.  On the Modification Effective Date,
Wachovia’s Commitment shall be $58,722,222.



     3.     Conditions
Precedent.  The increase of Wachovia’s Commitment shall be conditioned
upon the receipt by the Administrative Agent of (a) a counterpart of this Modification,
duly completed and executed by the Company and Wachovia and (b) fees agreed to be paid by
the Company to Wachovia.



     4.     Representations
and Warranties.  The Company represents and warrants that:



          (a)     there exists no Default or Event
of Default; and



          (b)     after giving effect to this
Modification, (i) the aggregate Commitments of the Lenders is $430,000,000, and (ii) the
sum of the aggregate Commitments hereunder plus the aggregate commitments under the
Three-Year Facility does not exceed $900,000,000.



     5.     Extent
of Modification: Ratification.  Except as expressly modified herein, all of
the terms, conditions, defined terms, covenants, representations, warranties and all other
provisions of the Credit Agreement and the other documents furnished in connection
therewith are herein ratified and confirmed and shall remain in full force and effect.



     6.     Counterparts.  This
Modification may be executed in two or more counterparts, and it shall not be necessary
that the signatures of all parties hereto be contained on any one counterpart hereof; each
counterpart shall be deemed an original, but all of which together shall constitute one
and same instrument.



     7.     References.  On
and after the Modification Effective Date, the term "Commitment" when
used in the Credit Agreement with respect to Wachovia shall refer to the Commitment of
Wachovia, as modified hereby.



     THIS MODIFICATION, THE CREDIT
AGREEMENT, AS MODIFIED HEREBY, THE NOTES AND ANY SEPARATE LETTER AGREEMENTS WITH RESPECT
TO FEES PAYABLE TO THE ADMINISTRATIVE AGENT REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.



     THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.



     This Modification shall benefit
and bind the parties hereto, as well as their respective assigns, successors, and legal
representatives.





	  
	
	  
	EXECUTED as of the
    Modification Effective Date.

	  
		
	  
		KINDER MORGAN, INC.

	  
		  
	
	  
		By:
	/s/
    JOSEPH LISTENGART

	  
		Name:
	Joseph
    Listengart

	  
		Title:
	Vice
    President

	  
			






	  
		
			JPMORGAN CHASE BANK
	  
		as Administrative Agent

	  
		  
	
	  
		By:
	/s/
    MICHAEL J. DEFORGE

	  
		Name:
	Michael
    J. Deforge

	  
		Title:
	Vice
    President

	  
			






			
	  
		WACHOVIA BANK, NATIONAL
	  
		ASSOCIATION, as a Lender

	  
		  
	
	  
		By:
	/s/
    RUSSELL T. CLINGMAN

	  
		Name:
	Russell
    T. Clingman

	  
		Title:
	Director