CONSENT AND AMENDMENT

      This Consent and  Amendment  dated to be effective as of December 19, 1997
("Agreement"),  is between the undersigned  noteholder,  (the  "Noteholder") and
SFPP, L.P., a Delaware limited  partnership,  formerly known as Southern Pacific
Pipelines Partnership, L.P. (the "Company").

                           INTRODUCTION

      Reference is made to the Note Agreement  dated as of December 8, 1988 (the
"Note Agreement")  between the Noteholder and the Company,  the defined terms of
which are used herein unless  otherwise  defined herein.  In connection with the
consummation of the transaction described below (the "Transaction"), the Company
has requested (a) a consent to the replacement of the Company's  Current General
Partner  (hereinafter   defined)  with  the  New  General  Partner  (hereinafter
defined),  and  (b) an  amendment  of  the  Note  Agreement  to  permit  certain
Restricted Payments in connection therewith.

      The basis of the  Transaction  is the  acquisition by Kinder Morgan Energy
Partners, L.P. (the "Purchaser"),  through its affiliate Kinder Morgan Operating
L.P. "D," a Delaware limited partnership (the "New General Partner"), of a 99.5%
general partnership  interest in the Company. The Transaction will result in the
exchange of the existing general partner interest of Santa Fe Pacific Pipelines,
Inc., a Delaware corporation, formerly known as Southern Pacific Pipelines, Inc.
(the "Current  General  Partner") for a 1.0101% special limited partner interest
(the "SLP  Interest"),  which SLP  Interest  will be  partially  redeemed by the
Company with a payment of $5,800,000 (the "Special Distribution"),  reducing the
Current  General  Partner's SLP Interest to 0.5%, and increasing the New General
Partner's general partnership interest to 99.5%. Thereafter, the Current General
Partner may require the Company to purchase the remaining  SLP  Interest,  which
payment (the "Put Right  Payment")  the Company may make in cash or common units
of the Purchaser,  at the Company's  election,  and the New General  Partner may
require the Current  General  Partner to sell to the Company the  remaining  SLP
Interest,  which payment (the "Call Right Payment") the Company may make in cash
or common units of the Purchaser, at the New General Partner's election.

The Transaction is described with greater detail in Exhibit B to the request for
consent and the Purchase  Agreement dated October 18, 1997, among the Purchaser,
Kinder Morgan G.P., Inc., Santa Fe Pacific Pipeline Partners, L.P., SFP Pipeline
Holdings,  Inc., and the Current General Partner, which is attached as Exhibit C
to the request for consent.

      Therefore,  in  connection  with  the  foregoing  and for  other  good and
valuable consideration, the Noteholder and the Company agree as follows:

      Section 1.  Consent.  Section  11(1) of the Note  Agreement  requires  the
  consent of the holders of a majority of the  outstanding  principal  amount of
  the Notes to the  replacement of the Current General  Partner.  The Noteholder
  hereby consents to the replacement of the Current General Partner with the New
  General Partner in connection with the Transaction.



<PAGE>

      Section  2.  Amendment.  Section  18 of the Note  Agreement  requires  the
  consent of the holders of 66-2/3% of the outstanding  principal  amount of the
  Notes  to the  amendment  of the  Note  Agreement.  Section  10.4 of the  Note
  Agreement limits the Company's ability to make Restricted  Payments.  In order
  to exclude the Special  Distribution  and the Put Right  Payment  (but not the
  Call Right  Payment) from such  limitations,  the  definition  of  "Restricted
  Payments"  is  amended by adding the  following  provision  to the end of such
  definition:


      Notwithstanding  the  foregoing,  neither the Special  Distribution  in an
      amount not to exceed $5,800,000 nor any payment in connection with the Put
      Notice (in each case, as defined in the Purchase  Agreement  dated October
      18, 1997, among Kinder Morgan Energy Partners,  L.P.,  Kinder Morgan G.P.,
      Inc., Santa Fe Pacific  Pipeline  Partners,  L.P., SFP Pipeline  Holdings,
      Inc.,  and Santa Fe Pacific  Pipelines,  Inc., as in effect on October 18,
      1997 (the "Purchase Agreement"),  the amount of which is calculated as set
      forth in  Section  1.3 of such  Purchase  Agreement,  shall  constitute  a
      "Restricted Payment" for purposes of this Agreement.


      Section 3.  Representations  and  Warranties.  The Company  represents and
  warrants that (a) the  execution,  delivery and  performance of this Agreement
  are  within  the  power  and  authority  of the  Company  and have  been  duly
  authorized by appropriate  proceedings,  (b) this Agreement constitutes legal,
  valid, and binding  obligations of the Company  enforceable in accordance with
  their  terms,  except  as  limited  by  applicable   bankruptcy,   insolvency,
  reorganization,  moratorium, or similar laws affecting the rights of creditors
  generally and general  principles of equity, and (c) upon the effectiveness of
  this Agreement and the amendment of the Note Agreement as provided for herein,
  no Event of Default shall exist under the Note  Agreement and there shall have
  occurred no event which with notice of lapse of time would  become an Event of
  Default under the Note Agreement, as amended.


      Section 4. Effect on Note Agreement.  Except as amended  herein,  the Note
  Agreement  remains in full force and effect as  originally  executed.  Nothing
  herein  shall  act as a  waiver  of the  Noteholder's  rights  under  the Note
  Agreement as amended, including the waiver of any default or event of default,
  however denominated. The Company must continue to comply with the terms of the
  Note Agreement,  as amended.  Any breach of the representations and warranties
  under  this  Agreement  may be a default  or Event of  Default  under the Note
  Agreement.


       Section 5. Miscellaneous.  This  Agreement  shall be  effective as of the
  date hereof when duly  executed  and delivered  by  the parties  hereto.  This
  Agreement may be executed in multiple counterparts.




<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By: /s/ Barry R. Pearl
                               Name: Barry R. Pearl
                               Title: Senior Vice President and CFO



                          NOTEHOLDER:

                          Teachers Ins. & Annuity Assoc.


                          By:  /s/ Charles C. Thompson III
                          Name: Charles C. Thompson III
                          Title: Managing Director-Private Placements


<PAGE>




      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          The  Northwestern  Mutual Life  Insurance Company


                          By:  /s/  Richard A. Strait
                          Name: Richard A. Strait
                          Title: Vice President




<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          CIG & Co.


                          By:   /s/  James G. Schelling
                          Name: James G. Schelling
                          Title: Managing Director




<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                          By:________________________________
                          Name:______________________________
                          Title:_____________________________



                          NOTEHOLDER:

                          Pacific  Life Ins.  Co.  (F.K.A.  Pacific Mutual Life
                          Ins. Co.)


                          By:   /s/  William R. Schmidt
                          Name: William R. Schmidt
                          Title:   AVP




<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          Provident  Life  and  Accident  Insurance Company

                          By:  Provident Investment Management LLC


                               By:  /s/  David Fussell
                               Name:  David Fussell
                               Title: Vice President




<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          The Paul Revere Life Insurance Company


                          By:  Provident Investment Management, LLC

                               By:  /s/  David Fussell
                               Name: David Fussell
                               Title:  Vice President




<PAGE>




      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          The Paul Revere Variable Annuity Insurance
                          Company


                          By:  Provident Investment Management, LLC

                               By:  /s/  David Fussell
                               Name: David Fussell
                               Title:  Vice President





<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          The Paul Revere Protective Life Insurance
                          Company


                          By:  Provident Investment Management, LLC

                               By:  /s/  David Fussell
                               Name: David Fussell
                               Title:  Vice President




<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          Sun  Life  Assurance  Company  of  Canada (U.S.)


                          By:   /s/  John N. Whelihan
                          Name: John N. Whelihan
                          Title:   Vice  President,  U.S. Private Placements -
                                   for President


                          By:  /s/  Jeffrey Skerry
                          Name: Jeffrey Skerry
                          Title:  Senior  Associate  Counsel  - for Secretary






<PAGE>






      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          Sun Life Assurance Company of Canada

                          By:   /s/  John N. Whelihan
                          Name: John N. Whelihan
                          Title:   Vice  President,  U.S. Private Placements -
                                   for President



                          By:  /s/  Jeffrey Skerry
                          Name: Jeffrey Skerry
                          Title:  Senior  Associate  Counsel  - for Secretary






<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          American   General   Life  and   Accident Insurance
                          Company


                          By:  /s/  Julie S. Tucker
                           Name: Julia S. Tucker
                          Title:  Investment Officer




<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          American United Life Insurance Company


                          By:  /s/  Christopher D. Pahlke
                          Name: Christopher D. Pahlke
                          Title:  Vice President of Private Placements





<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          Massachusetts Mutual Life Ins. Co.


                          By:  /s/  Richard C. Morrison
                          Name: Richard C. Morrison
                          Title:  Managing Director





<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          First Unum Life Insurance Company


                          By:  /s/  Richard R. Wolfe
                          Name: Richard R. Wolfe
                          Title:  Director, Corporate Securities




<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          Unum Life Insurance Company of America


                          By:  /s/  Richard R. Wolfe
                          Name: Richard R. Wolfe
                          Title:  Director, Corporate Securities





<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          Auer & Co.

                          By:  /s/  Rhonda Kellerborn
                          Name: Rhonda Kellerborn
                          Title:  Reorg. Specialist





<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          Phoenix Home Life Mutual Insurance Company


                          By:  /s/  Donald Bertrand
                          Name: Donald Bertrand
                          Title:  Vice President





<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          Pan America Life Insurance Co.


                          By:  /s/  F. Anderson Stone
                          Name: F. Anderson Stone
                          Title: Vice President, Corporate Securities




<PAGE>




      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          Aid Association for Lutherans


                          By:  /s/  James Abitz
                          Name: James Abitz
                          Title:  Vice President Investments


                          By:  /s/  R. Jerry Scheel
                          Name: R. Jerry Scheel
                          Title:  Second Vice President - Securities



<PAGE>




      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          Jefferson Pilot Life Insurance Company


                          By:  /s/ Robert E. Whalen, II
                          Name: Robert E. Whalen, II
                          Title:  Second Vice President



<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          Salkeld & Co.


                          By:  /s/  Rhonda Kellenborn
                          Name: Rhonda Kellenborn
                          Title:  Reorg. Specialist





<PAGE>



      EXECUTED as of the date first above written.


                          COMPANY:


                          SFPP, L.P.


                          By:  Santa Fe Pacific Pipelines, Inc.,
                               its General Partner


                               By:________________________________
                               Name:______________________________
                               Title:_____________________________



                          NOTEHOLDER:

                          Massachusetts Casualty Insurance Company


                          By:  /s/  John N. Whelihan
                          Name: John N. Whelihan
                          Title:  Assistant Treasurer


<PAGE>


<TABLE>
<CAPTION>
                             Int.  Cumulative
  Maturity     Principal     Rate    Total    Current Noteholder

                CONSENT
                RECEIVED
              <S>                              <C>

              45,000,000.00                    TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
              35,000,000.00                    NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, THE
              29,500,000.00                    CIGNA PRIVATE PLACEMENTS (NOMINEE:  CIG & CO.)
              20,000,000.00                    PACIFIC MUTUAL INSURANCE COMPANY (NOMINEE:  ATWELL & CO.)
              18,000,000.00                    PAUL REVERE AND PROVIDENT LIFE GROUP
              10,500,000.00                    SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
              10,000,000.00                    AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE CO.
               8,000,000.00                    AMERICAN UNITED LIFE INSURANCE COMPANY
               8,000,000.00                    MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
               8,000,000.00                    FIRST UNUM AND UNUM LIFE GROUP
               5,500,000.00                    AUER & CO. (FBL INVESTMENT ADVISORY SERVICES)
               4,000,000.00                    PHOENIX MUTUAL LIFE INSURANCE COMPANY
               3,000,000.00                    PAN AMERICAN LIFE INSURANCE COMPANY
               3,000,000.00                    AID ASSOCIATION FOR LUTHERANS
               3,000,000.00                    JEFFERSON-PILOT LIFE INSURANCE COMPANY
               2,000,000.00                    SALKELD & CO. (AMERICAN MUTUAL LIFE INSURANCE COMPANY)
               1,000,000.00                    MASSACHUSETTS CASUALTY INSURANCE COMPANY

             213,500,000.00                    TOTAL


             185,000,000.00                    TOTAL REQUIRED





</TABLE>