MODIFICATION OF
                           CREDIT AGREEMENT COMMITMENT




                        EFFECTIVE AS OF DECEMBER 12, 2002


                                      AMONG


                      KINDER MORGAN ENERGY PARTNERS, L.P.,

                           CREDIT SUISSE FIRST BOSTON


                                       AND



                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                    AS ADMINISTRATIVE AGENT AND AS A LENDER






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                                 MODIFICATION OF
                           CREDIT AGREEMENT COMMITMENT


      THIS MODIFICATION OF CREDIT AGREEMENT COMMITMENT (this  "Modification") is
made and  entered  into  effective  as of the 12th day of  December,  2002  (the
"Modification  Effective  Date"),  among KINDER MORGAN ENERGY PARTNERS,  L.P., a
Delaware limited liability  company (the "Company"),  CREDIT SUISSE FIRST BOSTON
("CSFB"),  and WACHOVIA BANK, NATIONAL ASSOCIATION,  as administrative agent (in
such  capacity,  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, and as a Lender (in such capacity, "Wachovia").


                               R E C I T A L S:

      A. On October 15, 2002, the Company, the Lenders,  JPMorgan Chase Bank, as
syndication   agent,   Citibank,   N.A.,  as   documentation   agent,   and  the
Administrative  Agent entered into a 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) and extend certain other
credit to the Company.

      B. Pursuant to Section  2.01(b) 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  $600,000,000  or (b) the sum of the  aggregate  Commitments
under the Credit  Agreement  plus the  aggregate  commitments  under the Related
Credit Agreement to exceed $1,100,000,000,  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
$60,000,000 to $68,709,091.18 and the Administrative Agent has consented to such
increase.

      D. CSFB has agreed with the Company to become an  additional  Lender under
the Credit Agreement with a Commitment of $27,272,727.

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


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        1.      Certain Definitions.

                1.1 Terms Defined Above. As used in this Modification, the terms
"Administrative  Agent",  "CSFB",  "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 $68,709,091.18.

        3.      CSFB's  Commitment.  On the   Modification  Effective Date, CSFB
shall  become  a  Lender  under  the  Credit  Agreement  with  a  Commitment  of
$27,272,727.

        4.      Conditions Precedent.  The increase of Wachovia's Commitment and
the addition of CSFB's  Commitment  shall be conditioned upon (a) the receipt by
the Administrative  Agent of a counterpart of this Modification,  duly completed
and  executed by the  Company,  CSFB and Wachovia and (b) the receipt by each of
Wachovia and CSFB of all fees agreed to be paid to them by the Company.

        5.      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 (including CSFB) is $530,000,000,  and (ii)
the sum of the aggregate  Commitments  hereunder plus the aggregate  commitments
under the Related Credit Agreement does not exceed $1,100,000,000.

        6.      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 Loan  Documents are herein  ratified and confirmed and shall remain in
full force and effect.

        7.      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.

        8.      References.  On and after the Modification  Effective  Date, (a)
the term "Commitment" when used in the Credit Agreement with respect to Wachovia
shall refer to the Commitment of Wachovia,  as modified hereby, and with respect
to CSFB shall refer to the Commitment of CSFB as specified herein,  and (b) CSFB
shall be a party to and a Lender  under  the  Credit  Agreement  with all of the
rights and obligations of a Lender thereunder.



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      THIS MODIFICATION, THE CREDIT AGREEMENT, AS MODIFIED HEREBY, THE NOTES AND
THE OTHER LOAN DOCUMENTS  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.



                         [Signatures Begin on Next Page]


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      EXECUTED as of the Modification Effective Date.

                               KINDER MORGAN ENERGY PARTNERS, L.P.

                               By:  Kinder Morgan G.P., Inc.,
                                    its General Partner

                                    By:   Kinder Morgan Management, LLC,
                                          its Delegate


                                          By:    /s/ Joseph Listengart
                                          Name:  Joseph Listengart
                                          Title: Vice President




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                               CREDIT SUISSE FIRST BOSTON


                               By:    /s/ James P. Moran
                               Name:  James P. Moran
                               Title: Director





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                               WACHOVIA BANK, NATIONAL
                               ASSOCIATION, Individually as a Lender and
                               as Administrative Agent


                               By:    /s/ Russell T. Clingman
                               Name:  Russell T. Clingman
                               Title: Director