<PAGE>
                                                                    EXHIBIT 10.9

                                 FIRST AMENDMENT
                                       TO
                                CREDIT AGREEMENT


                  THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment")
dated as of January 31, 2001 is among:

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

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

                  (c) First Union National Bank, a national banking association,
individually as a Lender and as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").

                              PRELIMINARY STATEMENT

                  The Company, the Lenders, the Administrative Agent, Bank of
America, N.A., as the syndication agent, and Bank One, N.A., as the
documentation agent, have entered into a Credit Agreement dated as of October
25, 2000 (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 and the Lenders 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 Lenders, and the
Administrative Agent hereby agree as follows:




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                  SECTION 1. Amendment to Section 6.07, Financial Covenants, of
the Credit Agreement. Sections 6.07 of the Credit Agreement is hereby amended in
its entirety to read as follows:

                  "Section 6.07     Financial Covenants.

                  (a) Ratio of Consolidated Indebtedness to Consolidated EBITDA.
         The Company will not at any time permit the ratio of Consolidated
         Indebtedness to Consolidated EBITDA for the period of four full fiscal
         quarters ended in respect of which financial statements shall have been
         delivered pursuant to Section 5.01(a) or (b), as the case may be, to
         exceed (a) 4.5 to 1.0 for such periods of four full fiscal quarters
         ending at March 31, 2001 and June 30, 2001 and (b) 4.00 to 1.0 for any
         such period of four full fiscal quarters ending thereafter. For
         purposes of this Section 6.07(a), if during any period the Company
         acquires any Person (or any interest in any Person) or all or
         substantially all of the assets of any Person, the EBITDA attributable
         to such assets or an amount equal to the percentage of ownership of the
         Company in such Person times the EBITDA of such Person, for such period
         determined on a pro forma basis (which determination, in each case,
         shall be subject to approval of the Required Lenders, not to be
         unreasonably withheld) may be included as Consolidated EBITDA for such
         period, if on the date of such acquisition no Indebtedness (other than
         Indebtedness permitted pursuant to Section 6.01) is incurred by reason
         of and giving effect to such acquisition and such Person, or the entity
         acquiring such assets, as the case may be, is a Subsidiary. For
         purposes of ascertaining whether the Required Lenders have approved a
         determination of the EBITDA attributable to acquired assets, or the
         assets of an acquired Person, for inclusion in Consolidated EBITDA for
         any period pursuant to the foregoing



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         sentence, a Lender which has not, within 10 days after its receipt of
         the certificate of a Responsible Officer required by the last sentence
         of Section 5.01, objected to the inclusion in Consolidated EBITDA as
         set forth therein of an amount of EBITDA attributable to such acquired
         assets or the assets of such acquired Person, as the case may be, shall
         be deemed to have approved both the determination of such amount of
         EBITDA so included, and the inclusion thereof in Consolidated EBITDA
         pursuant to the foregoing sentence.

                  (b) Ratio of Consolidated EBITDA to Consolidated Interest
         Expense. The Company will not at any time permit the ratio of
         Consolidated EBITDA for the period of four full fiscal quarters then
         most recently ended in respect of which financial statements shall have
         been delivered pursuant to Section 5.01(a) or (b), as the case may be,
         to Consolidated Interest Expense for such four full fiscal quarters to
         be less than(a) 3.0 to 1.0 for such periods of four full fiscal
         quarters ending at March 31, 2001 and June 30, 2001 and (b) 3.50 to 1.0
         for any such period of four full fiscal quarters ending thereafter.".

                  SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective when the Company and the 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 and the Lenders, that after giving effect to the execution
and delivery of this Amendment: (a) the representations and warranties



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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.

                  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, as 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
ADMINISTRATIVE AGENT, THE



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SYNDICATION AGENT, THE DOCUMENTATION AGENT, THE LENDERS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.

                  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, AND
THE OTHER LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE
COMPANY, THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, THE DOCUMENTATION
AGENT AND THE LENDERS RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND
SUPERSEDE ALL PRIOR PROPOSALS, AGREEMENTS AND UNDERSTANDINGS RELATING TO SUCH
SUBJECT MATTER.




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                  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:
                                               ---------------------------------
                                            Name:
                                            Title:





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                                    LENDER:

Commitment: $40,000,000.00                  FIRST UNION NATIONAL BANK, as the
                                            Administrative Agent and as a Lender



                                            By:
                                                --------------------------------
                                                Russell T. Clingman
                                                Vice President




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                                    LENDER:

Commitment: $19,000,000.00                  ABN AMRO BANK, N.V.




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


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





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                                    LENDER:

Commitment: $19,000,000.00                  ARAB BANKING CORPORATION



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





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                                    LENDER:

Commitment: $25,000,000.00                  BANCA COMMERCIALE ITALIANA - LOS
                                            ANGELES FOREIGN BRANCH




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


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





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                                    LENDER:

Commitment: $25,000,000.00                  BANCA DI ROMA




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




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<PAGE>

                                    LENDER:

Commitment: $40,000,000.00                  BANK OF AMERICA, N.A.



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




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                                    LENDER:

Commitment: $13,000,000.00                  BANK OF MONTREAL



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




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                                    LENDER:

Commitment: $30,000,000.00                  THE BANK OF NOVA SCOTIA




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




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                                    LENDER:

Commitment: $10,000,000.00                  THE BANK OF TOKYO - MITSUBISHI, LTD.




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




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<PAGE>

                                    LENDER:

Commitment: $40,000,000.00                  BANK ONE, NA
                                            (Main Office - Chicago)



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





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                                    LENDER:

Commitment: $13,000,000.00                  FLEET NATIONAL BANK



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




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<PAGE>

                                    LENDER:

Commitment: $30,000,000.00                  BARCLAYS BANK PLC



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




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                                    LENDER:

Commitment: $25,000,000.00                  BAYERISCHE LANDESBANK GIROZENTRALE
                                            CAYMAN ISLANDS BRANCH



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


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




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<PAGE>

                                    LENDER:

Commitment: $19,000,000.00                  BNP PARIBAS



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



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




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                                    LENDER:

Commitment: $5,000,000.00                   THE CHASE MANHATTAN BANK



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




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                                    LENDER:

Commitment: $20,000,000.00                  CITIBANK, N.A.



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




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<PAGE>

                                    LENDER:

Commitment: $30,000,000.00                  COMMERZBANK AG, NEW YORK AND
                                            GRAND CAYMAN BRANCHES



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



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




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                                    LENDER:

Commitment: $30,000,000.00                  CREDIT LYONNAIS NEW YORK BRANCH




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




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<PAGE>

                                    LENDER:

Commitment: $19,000,000.00                  THE DAI-ICHI KANGYO BANK, LTD.



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




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<PAGE>

                                    LENDER:

Commitment: $30,000,000.00                  THE FUJI BANK, LIMITED



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




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<PAGE>

                                    LENDER:

Commitment: $19,000,000.00                  KBC BANK N.V.



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


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




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<PAGE>

                                    LENDER:

Commitment: $30,000,000.00                  NATIONAL AUSTRALIA BANK LIMITED,
                                            A.C.N. 004044937



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




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                                    LENDER:

Commitment: $13,000,000.00                 THE NORTHERN TRUST COMPANY




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




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<PAGE>

                                    LENDER:

Commitment: $19,000,000.00                 SUNTRUST BANK, ATLANTA



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




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<PAGE>

                                    LENDER:

Commitment: $25,000,000.00                 U.S. BANK NATIONAL ASSOCIATION



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




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<PAGE>

                                    LENDER:

Commitment: $12,000,000.00                 WELLS FARGO BANK OF TEXAS, N.A.



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






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