FIRST  AMENDMENT
                                 TO
                        AMENDED AND RESTATED
                          CREDIT  AGREEMENT


           THIS FIRST AMENDMENT TO AMENDED AND RESTATED  CREDIT  AGREEMENT (this
"Amendment") dated as of December 21, 1998 is among:

           (a)  Kinder  Morgan  Energy   Partners,   L.P.,  a  Delaware  limited
partnership (the "Company");

           (b)  Kinder  Morgan   Operating   L.P.   "B",  a  Delaware   limited
partnership (the "Subsidiary Borrower");

           (c) Kinder Morgan Operating L.P. "A", a Delaware limited  partnership
("OLP `A'");  Kinder Morgan Operating L.P. "C", a Delaware  limited  partnership
("OLP `C'");  Kinder Morgan Operating L.P. "D", a Delaware  limited  partnership
("OLP  `D'");  Kinder  Morgan  Natural  Gas  Liquids  Corporation,   a  Delaware
corporation  ("KMNGL");  Kinder  Morgan CO2 LLC, a  Delaware  limited  liability
company  ("KMCO2");  and  Kinder  Morgan  Bulk  Terminals,   Inc.,  a  Louisiana
corporation  ("KMBT", and together with OLP "A", OLP "C", OLP "D", KMNGL, KMCO2,
and the Subsidiary Borrower in its capacity as a guarantor pursuant to Article X
of the Credit  Agreement  (as  defined  below),  collectively,  the  "Subsidiary
Guarantors");

           (d)  the  banks  and  other  financial  institutions  listed  on  the
signature pages hereof under the caption "Continuing Lender", (collectively, the
"Lenders"); and

           (e) First  Union  National  Bank,  a  national  banking  association,
individually as a Lender, as an arranger (in such capacity, the "Arranger"),  as
a syndication  agent for the other Lenders (in such capacity,  the  "Syndication
Agent"), as the issuing bank (in such capacity, the

                                      -1-
<PAGE>


"Issuing  Bank"),  as the swingline  lender (in such  capacity,  the  "Swingline
Lender")  and as  administrative  agent for the Lenders (in such  capacity,  the
"Administrative  Agent").

                              PRELIMINARY STATEMENT
                              ---------------------

          The Company,  the  Subsidiary  Borrower,  the  Subsidiary  Guarantors,
the  Lenders , the  Syndication  Agent,  the  Arranger,  the Issuing  Bank,  the
Swingline Lender, and the Administrative  Agent have entered into an Amended and
Restated  Credit  Agreement  dated as of  December  1, 1998 (as so  amended  and
restated,  and as amended,  modified,  supplemented and/or restated from time to
time,  the "Credit  Agreement").  All  capitalized  terms  defined in the Credit
Agreement and not otherwise  defined herein shall have the same meanings  herein
as in the Credit Agreement. The Company, the Subsidiary Borrower, the Subsidiary
Guarantors,  the Lenders, the Syndication Agent, the Arranger, the Issuing Bank,
the Swingline Lender, and the Administrative  Agent have agreed,  upon the terms
and conditions  specified  herein,  to amend the Credit Agreement as hereinafter
set forth:

          NOW  THEREFORE,  in  consideration of  the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged by the parties hereto, the Company,  the Subsidiary  Borrower,  the
Subsidiary  Guarantors,  the Lenders,  the Syndication Agent, the Arranger,  the
Issuing Bank, the Swingline Lender, and the Administrative Agent hereby agree as
follows:

          SECTION 1.  Amendment to Section 1.01,  Defined  Terms,  of the Credit
Agreement.  The definition of the term "Restricted Payment" contained in Section
1.01 of the Credit Agreement is hereby deleted in its entirety and the following
substituted  therefor:

               "Restricted  Payment"  means any  distribution  (whether in cash,
          securities or other property) with respect to any partnership interest
          in the Company,  or any payment (whether in cash,  securities or other
          property), including any deposit, on

                                      -2-
<PAGE>


           account  of  the  purchase,  redemption,   retirement,   acquisition,
           cancellation or termination of any such  partnership  interest or any
           option  or other  right to  acquire  any such  partnership  interest;
           provided,  however,  (A)  that  distributions  with  respect  to  the
           partnership interests in the Company that do not exceed, with respect
           to any fiscal  quarter of the Company,  the amount of Available  Cash
           for such quarter shall not constitute  Restricted Payments so long as
           in each case, both before and after the making of such  distribution,
           no Event of Default or Default shall have occurred and be continuing,
           (B) that any partnership interest split, partnership interest reverse
           split,   dividend  of  Company   partnership   interests  or  similar
           transaction  will not constitute a Restricted  Payment,  and (C) that
           the  application by the Company of an aggregate  amount not in excess
           of   $20,000,000.00   to  the   purchase,   redemption,   retirement,
           cancellation,  or termination of partnership interests in the Company
           will not constitute a Restricted Payment, so long as, both before and
           after any such purchase,  redemption,  retirement,  cancellation,  or
           termination,  no Event of Default or Default  shall have occurred and
           be continuing.

           SECTION 2. Conditions of  Effectiveness.  This Amendment shall become
effective when the Company, the Subsidiary Borrower,  the Subsidiary Guarantors,
and the Required Lenders shall have executed a counterpart  hereof and delivered
the same to the  Administrative  Agent or, in the case of any Lender as to which
an  executed   counterpart  hereof  shall  not  have  been  so  delivered,   the
Administrative  Agent shall have received  written  confirmation  by telecopy or
other similar  writing from such Lender of execution of a counterpart  hereof by
such Lender.

           SECTION 3.  Representations  and Warranties True; No Default or Event
of Default.  The Company hereby  represents  and warrants to the  Administrative
Agent, the Lenders,  the Arranger,  the Issuing Bank, the Swingline Lender,  and
the Syndication  Agent that after giving effect to the execution and delivery of
this Amendment:  (a) the  representations and warranties set forth in the Credit
Agreement  are true and  correct on the date  hereof as though made on and as of
such date,  and (b) no event has occurred  and is  continuing  that  constitutes
either a Default or an Event of Default.

                                      -3-
<PAGE>


           SECTION 4. Reference to the Credit  Agreement and Effect on the Notes
and Other Documents Executed Pursuant to the Credit Agreement.

           (a) Upon the  effectiveness of this Amendment,  each reference in the
Credit Agreement to "this Agreement,"  "hereunder,"  "herein," "hereof" or words
of like import shall mean and be a reference to the Credit Agreement, as amended
hereby.

           (b) Upon the  effectiveness of this Amendment,  each reference in the
Notes  and the other  documents  and  agreements  delivered  or to be  delivered
pursuant to the Credit  Agreement  shall mean and be a  reference  to the Credit
Agreement, as amended hereby.

           (c) The  Credit  Agreement  and the  Notes and  other  documents  and
agreements  delivered  pursuant  to the Credit  Agreement,  and  modified by the
amendment  referred  to above,  shall  remain in full  force and  effect and are
hereby ratified and confirmed.

           SECTION 5. Execution in Counterparts.  This Amendment may be executed
in any  number of  counterparts  and by  different  parties  hereto in  separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken  together  shall  constitute  but one and the
same instrument.

           SECTION 6. GOVERNING LAW;  BINDING  EFFECT.  THIS AMENDMENT  SHALL BE
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK
AND APPLICABLE FEDERAL LAW AND SHALL BE BINDING UPON THE COMPANY, THE SUBSIDIARY
BORROWER, THE SUBSIDIARY  GUARANTORS,  THE ADMINISTRATIVE AGENT, THE SYNDICATION
AGENT, THE ARRANGER, THE ISSUING BANK, THE SWINGLINE LENDER, AND THE LENDERS AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.


                                      -4-
<PAGE>


           SECTION 7. Headings.  Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

           SECTION 8. ENTIRE  AGREEMENT.  THIS AMENDMENT,  THE CREDIT  AGREEMENT
(INCLUDING THE EXHIBITS AND SCHEDULES THERETO),  AS AMENDED HEREBY, THE COMPANY,
SUBSIDIARY  BORROWER,  AND  SUBSIDIARY  GUARANTORS  COUNTERPARTS,  IF  ANY,  THE
ASSIGNMENT  AND  ACCEPTANCES,  IF ANY,  THE LOAN  DOCUMENTS,  AND THE FEE LETTER
EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE COMPANY,  THE SUBSIDIARY
BORROWER, THE SUBSIDIARY  GUARANTORS,  THE ADMINISTRATIVE AGENT, THE SYNDICATION
AGENT,  THE ARRANGER,  THE ISSUING BANK, THE SWINGLINE  LENDER,  AND THE LENDERS
RELATING  TO THE SUBJECT  MATTER  HEREOF AND  THEREOF  AND  SUPERSEDE  ALL PRIOR
PROPOSALS, AGREEMENTS AND UNDERSTANDINGS RELATING TO SUCH SUBJECT MATTER.



                                      -5-
<PAGE>


           IN WITNESS WHEREOF,  the parties hereto have caused this Amendment to
be executed  effective as of the date first stated herein,  by their  respective
officers thereunto duly authorized.

                                 KINDER MORGAN ENERGY PARTNERS, L.P.,
                                 as the Company

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



                                          By: /s/ David G. Dehaemers, Jr.
                                              __________________________________
                                          Name:  David G. Dehaemers, Jr.
                                          Title: Chief Financial Officer

                                  Address for Notices:
                                  -------------------

                                  1301 McKinney Street
                                  Suite 3450
                                  Houston, Texas 77010

                                  Telecopier No.:   (713) 844-9570
                                  Telephone No.:    (713) 844-9500
                                  Attention:        David G. Dehaemers, Jr.

                                  Chief Executive Office and Principal Place
                                  of Business:

                                  1301 McKinney Street
                                  Suite 3450
                                  Houston, Texas 77010

                                      -6-
<PAGE>


                               KINDER MORGAN OPERATING L.P. "B",
                               as the Subsidiary Borrower and as a Subsidiary
                               Guarantor

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



                                          By: /s/ David G. Dehaemers, Jr.
                                              __________________________________
                                          Name:  David G. Dehaemers, Jr.
                                          Title: Chief Financial Officer

                               Address for Notices:
                               -------------------

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010

                               Telecopier No.:      (713) 844-9570
                               Telephone No.:       (713) 844-9500
                               Attention:  David G. Dehaemers, Jr.

                               Chief Executive Office and Principal Place
                                  of Business:

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010

                                      -7-
<PAGE>


                               KINDER MORGAN OPERATING L.P. "A",
                               as a Subsidiary Guarantor

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



                                          By: /s/ David G. Dehaemers, Jr.
                                              __________________________________
                                          Name:  David G. Dehaemers, Jr.
                                          Title: Chief Financial Officer


                               Address for Notices:
                               -------------------

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010

                               Telecopier No.: (713) 844-9570
                               Telephone No.:  (713) 844-9500
                               Attention:  David G. Dehaemers, Jr.

                               Chief Executive Office and Principal Place
                               of Business:

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010

                                      -8-
<PAGE>


                               KINDER MORGAN OPERATING L.P. "C",
                               as a Subsidiary Guarantor

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



                                          By: /s/ David G. Dehaemers, Jr.
                                              __________________________________
                                          Name:  David G. Dehaemers, Jr.
                                          Title: Chief Financial Officer

                               Address for Notices:

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010

                               Telecopier No.: (713) 844-9570
                               Telephone No.:  (713) 844-9500
                               Attention:  David G. Dehaemers, Jr.

                               Chief Executive Office and Principal Place
                               of Business:

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010


                                      -9-
<PAGE>


                               KINDER MORGAN OPERATING L.P. "D",
                               as a Subsidiary Guarantor

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



                                          By: /s/ David G. Dehaemers, Jr.
                                              __________________________________
                                          Name:  David G. Dehaemers, Jr.
                                          Title: Chief Financial Officer

                               Address for Notices:
                               -------------------

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010

                               Telecopier No.: (713) 844-9570
                               Telephone No.:  (713) 844-9500
                               Attention:  David G. Dehaemers, Jr.

                               Chief Executive Office and Principal Place
                               of Business:

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010


                                      -10-
<PAGE>


                               KINDER MORGAN  NATURAL GAS LIQUIDS  CORPORATION,
                               as a Subsidiary Guarantor


                                    By: /s/ David G. Dehaemers, Jr.
                                        ________________________________________
                                       Name:  David G. Dehaemers, Jr.
                                       Title: Chief Financial Officer

                               Address for Notices:
                               -------------------

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010

                               Telecopier No.: (713) 844-9570
                               Telephone No.:  (713) 844-9500
                               Attention:      David G. Dehaemers, Jr.

                               Chief Executive Office and Principal Place
                               of Business:

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010


                                      -11-
<PAGE>


                               KINDER MORGAN BULK TERMINALS, INC.,
                               as a Subsidiary Guarantor


                                    By: /s/ David G. Dehaemers, Jr.
                                        ________________________________________
                                       Name:  David G. Dehaemers, Jr.
                                       Title: Chief Financial Officer

                               Address for Notices:
                               -------------------

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010

                               Telecopier No.: (713) 844-9570
                               Telephone No.:  (713) 844-9500
                               Attention:      David G. Dehaemers, Jr.

                               Chief Executive Office and Principal Place
                               of Business:

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010


                                      -12-
<PAGE>


                               KINDER MORGAN CO2, LLC,
                               as a Subsidiary Guarantor

                                    By:   Kinder Morgan Operating L.P. "A",
                                          its Sole Member

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


                                          By: /s/ David G. Dehaemers, Jr.
                                              __________________________________
                                          Name:  David G. Dehaemers, Jr.
                                          Title: Chief Financial Officer

                               Address for Notices:
                               -------------------

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010

                               Telecopier No.: (713) 844-9570
                               Telephone No.:  (713) 844-9500
                               Attention:      David G. Dehaemers, Jr.

                               Chief Executive Office and Principal Place
                               of Business:

                               1301 McKinney Street
                               Suite 3450
                               Houston, Texas 77010


                                      -13-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:          FIRST UNION NATIONAL BANK, as the Arranger,
$47,000,000.00                      the Syndication Agent, Administrative Agent,
                                    the Issuing Bank, the  Swingline  Lender and
                                    as a Lender



                                        By: /s/ Paul N. Riddle
                                            ____________________________________
                                        Name:  Paul N. Riddle
                                        Title: Senior Vice President


                                        Address for Notices:
                                        -------------------

                                        First Union National Bank
                                        301 South College Street, TW-10
                                        Charlotte, North Carolina  28288-0608

                                        Telecopier No.: (704) 383-0288
                                        Telephone No.:  (704) 383-0281
                                        Attention:   Syndication Agency Services


                                        With copy to:
                                        ------------

                                        First Union Capital Markets Corp.
                                        1001 Fannin, Suite 2255
                                        Houston, Texas 77002

                                        Telecopier No.: (713) 650-6354
                                        Telephone No.:  (713) 650-3716
                                        Attention:  Paul N. Riddle


                                      -14-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              GOLDMAN SACHS CREDIT PARTNERS L.P.
$8,000,000.00


                                        By: /s/ Stephen B. King
                                            ____________________________________
                                        Name:  Stephen B. King
                                        Title: Authorized Signatory


                                        Address for Notices:
                                        -------------------

                                        Goldman Sachs & Co.
                                        85 Broad Street, 15th Floor
                                        New York, New York   10004

                                        Telecopier No.: (212) 357-0932
                                        Telephone No.:  (212) 902-8123
                                        Attention:  Stephen B. King


                                      -15-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              BANK OF AMERICA NATIONAL TRUST
$10,000,000.00                          AND SAVINGS ASSOCIATION



                                        By: /s/ Daryl G. Patterson
                                            ____________________________________
                                        Name:  Daryl G. Patterson
                                        Title: Vice President


                                        Address for Notices:
                                        -------------------

                                        Bank of America NT&SA
                                        1850 Gateway Blvd.
                                        Concord, California 94520

                                        Telecopier No.: (510) 603-7243
                                        Telephone No.:  (510) 675-7148
                                        Attention:  Laurie Warner

                                        With copy to:
                                        ------------

                                        Pamela K. Rodgers
                                        Bank of America NT&SA
                                        333 Clay Street, Suite 4550
                                        Houston, Texas 77002

                                        Telecopier No.:      (713) 651-4808
                                        Telephone No.:       (713) 651-4880


                                      -16-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              BANK OF MONTREAL
$12,500,000.00


                                        By: /s/ Cathal B. Carmody
                                            ____________________________________
                                        Name:  Cathal B. Carmody
                                        Title: Director


                                        Address for Notices:
                                        -------------------

                                        Bank of Montreal
                                        700 Louisiana Street
                                        Suite 4400
                                        Houston, Texas 77002

                                        Telecopier No.: (713) 223-4007
                                        Telephone No.:  (713) 546-9750
                                        Attention:  Cahal B. Carmody, Director


                                      -17-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              BANK OF SCOTLAND
$20,000,000.00


                                        By: /s/ Annie Chin Tat
                                            ____________________________________
                                        Name:  Annie Chin Tat
                                        Title: Senior Vice President


                                        Address for Notices:
                                        -------------------

                                        Bank of Scotland
                                        565 Fifth Avenue
                                        New York, New York 10017

                                        Telecopier No.: (212) 557-9460
                                        Telephone No.:  (212) 450-0871
                                        Attention:   Annie Chin Tat


                                        With copy to:
                                        ------------

                                        Bank of Scotland
                                        1750 Two Allen Center
                                        1200 Smith Street
                                        Houston, Texas 77002-4312
                                        Telecopier No.: (713) 651-9714
                                        Telephone No.: (713) 651-1870
                                        Attention: Janna Blanter


                                      -18-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              PARIBAS
$12,500,000.00


                                        By: /s/ Barton D. Schouest
                                            ____________________________________
                                        Name:  Barton D. Schouest
                                        Title: Managing Director



                                        By: /s/ Betsy R. Jocher
                                            ____________________________________
                                        Name:  Betsy R. Jocher
                                        Title: Assistant Vice President


                                        Address for Notices:
                                        -------------------

                                        Paribas
                                        1200 Smith Street, Suite 3100
                                        Houston, Texas   77002

                                        Telecopier No.: (713) 659-6915
                                        Telephone No.:  (713) 659-4811
                                        Attention:  Marian Livingston


                                      -19-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              BARCLAYS BANK PLC
$22,000,000.00


                                        By: /s/ J. Onischuk
                                            ____________________________________
                                        Name:  J. Onischuk
                                        Title: Associate Director


                                        Address for Notices:
                                        -------------------

                                        Barclays Bank PLC
                                        222 Broadway
                                        New York, New York 10038

                                        Telecopier No.: (212) 412-7585
                                        Telephone No.:  (212) 412-7584
                                        Attention:  J. Onischuk


                                      -20-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              CIBC INC.
$10,000,000.00


                                        By: /s/ Roger Colden
                                            ____________________________________
                                        Name:  Roger Colden
                                        Title: Executive Director 
                                               CIBC Oppenheimer Corp.
                                               As Agent

                                        Address for Notices:
                                        -------------------

                                        CIBC, Inc.
                                        Two Paces West, Suite 1200
                                        Two Paces Ferry Road
                                        Atlanta, Georgia 30339

                                        Telecopier No.: (770) 319-4950
                                        Telephone No.:  (770) 319-4821
                                        Attention:  Kanthryn S. McGovern


                                      -21-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              COMMERZBANK AG, ATLANTA AGENCY
$10,000,000.00



                                        By: /s/ Harry P. Yergey
                                            ____________________________________
                                        Name:  Harry P. Yergey
                                        Title: SVP & Manager



                                        By: /s/ W. David Suttles
                                            ____________________________________
                                        Name:  W. David Suttles
                                        Title: Vice President


                                        Address for Notices:
                                        -------------------

                                        Commerzbank AG, Atlanta Agency
                                        Prominade 2, Suite 3500
                                        1230 Peachtree Street, NE
                                        Atlanta, Georgia   30309

                                        Telecopier No.:      (404) 888-6539
                                        Telephone No.:       (404) 888-6524
                                        Attention: David Suttles, Vice President


                                        With a copy to:
                                        --------------

                                        Dempsey L. Gable, Senior Vice President
                                        Commerzbank AG, New York Branch
                                        2 World Financial Center
                                        New York, New York   10281-1050

                                        Telecopier No.: (212) 266-07530
                                        Telephone No.:  (212) 266-7560


                                      -22-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              CREDIT LYONNAIS NEW YORK BRANCH
$10,000,000.00



                                        By: /s/ Xavier Ratouis
                                            ____________________________________
                                        Name:  Xavier Ratouis
                                        Title: Senior Vice President


                                        Address for Notices:
                                        -------------------

                                        Credit Lyonnais Houston Representative
                                            Office
                                        1000 Louisiana, Suite 5360
                                        Houston, Texas   77002

                                        Telecopier No.: (713) 751-0307
                                        Telephone No.:  (713) 753-8723
                                        Attention:  Bernadette Archie



                                      -23-

<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              THE FIRST NATIONAL BANK OF CHICAGO
$39,000,000.00


                                        By: /s/ Dixon P. Schultz
                                            ____________________________________
                                        Name:  Dixon P. Schultz
                                        Title: First Vice President


                                        Address for Notices:
                                        -------------------

                                        The First National Bank of Chicago
                                        One First National Plaza
                                        Suite 0634, I-10
                                        Chicago, Illinois 60670

                                        Telecopier No.: (312) 732-4840
                                        Telephone No.:  (312) 732-3659
                                        Attention:  John Beirne



                                      -24-

<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              NATIONSBANK,  N.A.,  as successor by
$22,000,000.00                          merger to NationsBank of Texas, N.A.



                                        By: /s/ Daryl G. Patterson
                                            ____________________________________
                                        Name:  Daryl G. Patterson
                                        Title: Vice President


                                        Address for Notices:
                                        -------------------

                                        NationsBank N.A.
                                        700 Louisiana
                                        Houston, Texas 77002

                                        Telecopier No.: (713) 247-6568
                                        Telephone No.:  (713) 247-6952
                                        Attention:  Paul A. Squires


                                      -25-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              THE PRUDENTIAL INSURANCE COMPANY
$50,000,000.00                          OF AMERICA


                                        By: /s/ Steven D. Arnold
                                            ____________________________________
                                        Name:  Steven D. Arnold
                                        Title: Vice President



                                        Address for Notices:
                                        -------------------

                                        The Prudential Insurance Company of 
                                          America
                                        c/o Prudential Capital Group
                                        Four Gateway Center
                                        100 Mulberry Street
                                        Newark, New Jersey 07102-4869

                                        Telecopier No.: (973) 802-9425
                                        Telephone No.:  (973) 802-3141
                                        Attention:  Trade Management Manager


                                        With copy to:

                                        The Prudential Insurance Company of
                                          America
                                        c/o Prudential Capital Group
                                        2200 Ross Avenue, Suite 4200 East
                                        Dallas, Texas   75201
                                        Attention:  Managing Director


                                      -26-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              SOCIETE GENERALE
$22,000,000.00


                                        By: /s/ Richard A. Gould
                                            ____________________________________
                                        Name:  Richard A. Gould
                                        Title: Director


                                        Address for Notices:
                                        -------------------

                                        Societe Generale
                                        2001 Ross Avenue, Suite 4800
                                        Dallas, Texas 75201

                                        Telecopier No.: (214) 979-0171
                                        Telephone No.:  (214) 979-2769
                                        Attention: Lia Guerra


                                        With copy to:
                                        ------------

                                        Socie'te' Ge'ne'rale
                                        1111 Bagby, Suite 2020
                                        Houston, Texas 77002

                                        Telecopier No.: (713) 650-0824
                                        Telephone No.:  (713) 759-6324
                                        Attention:  Richard Gould


                                      -27-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              PNC BANK, NATIONAL ASSOCIATION
$10,000,000.00


                                        By: /s/ John R. Way
                                            ____________________________________
                                        Name:  John R. Way
                                        Title: Assistant Vice President


                                        Address for Notices:
                                        -------------------

                                        249 5th Avenue
                                        Pittsburgh, Pennsylvania 15222

                                        Telecopier No.: (412) 762-2571
                                        Telephone No.:  (412) 762-5290
                                        Attention: John R. Way


                                        With a copy to:

                                        Tina Lanuka
                                        Two PNC Plaza, Third Floor
                                        Old Liberty Avenue
                                        Pittsburgh, Pennsylvania 15222

                                        Telecopier: (412) 768-4586
                                        Telephone:  (412) 768-5876


                                      -28-
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              UNION BANK OF CALIFORNIA, N.A.
$10,000,000.00


                                        By: /s/ Gary Shekerjian
                                            ____________________________________
                                        Name:  Gary Shekerjian
                                        Title: Assistant Vice President


                                        Address for Notices:
                                        -------------------

                                        Union Bank of California, N.A.
                                        Energy Department
                                        500 North Akard St., Suite 4200
                                        Dallas, Texas 75201

                                        Attention: Gary E. Shekerjian



                                      -29
<PAGE>


                               CONTINUING LENDER:

Revolving Loan Commitment:              WELLS FARGO BANK (TEXAS), NA
$10,000,000.00


                                        By: /s/ J. Alan Alexander
                                            ____________________________________
                                        Name:  J. Alan Alexander
                                        Title: Vice President


                                        Address for Notices:
                                        -------------------

                                        Wells Fargo Bank (Texas), NA
                                        Energy Department
                                        1000 Louisiana, Third Floor
                                        Houston, Texas   77002

                                        Telecopier No.: (713) 739-1087
                                        Telephone No.:  (713) 319-1368
                                        Attention:  J. Alan Alexander


                                        With copy to:
                                        ------------

                                        Oscar Enriquez
                                        201 Third Street, 8th Floor
                                        San Francisco, California   94103

                                        Telecopier No.: (415) 979-0675
                                        Telephone No.:  (415) 477-5425