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                                                                  EXHIBIT 10.B.1

                               FIRST AMENDMENT TO
                   SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

         This FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
dated as of November 21, 2002 (this "First Amendment"), is entered into among EL
PASO ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Borrower"), EL
PASO ENERGY PARTNERS FINANCE CORPORATION, a Delaware corporation (the
"Co-Borrower"), CREDIT LYONNAIS NEW YORK BRANCH and WACHOVIA BANK, NATIONAL
ASSOCIATION, as Co-Syndication Agents, FLEET NATIONAL BANK and FORTIS CAPITAL
CORP., as Co-Documentation Agents, and JPMORGAN CHASE BANK, as Administrative
Agent, and the several banks and other financial institutions signatories
hereto, and shall amend the Sixth Amended and Restated Credit Agreement, dated
as of March 23, 1995, as amended and restated through October 10, 2002 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Credit Agreement"), among the Borrower, the Co-Borrower, the several banks and
other financial institutions (the "Lenders") parties thereto, Credit Lyonnais
New York Branch and Wachovia Bank, National Association, as Co-Syndication
Agents, Fleet National Bank and Fortis Capital Corp., as Co-Documentation
Agents, and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Unless
otherwise defined or amended herein, capitalized terms used herein shall have
the respective meanings assigned to them in the Credit Agreement and the other
Loan Documents (as defined in the Credit Agreement).

         WHEREAS, the Borrower has entered into a purchase agreement with El
Paso Corporation ("El Paso") to acquire for approximately $782,000,000, subject
to closing adjustments and satisfaction of certain closing conditions (the
"Proposed San Juan Acquisition"), the natural gas gathering system located in
the San Juan Basin of New Mexico; natural gas liquids transportation and
fractionation assets located in Texas; and an oil and natural gas gathering
system located in the offshore deep water regions of the Gulf of Mexico owned by
El Paso (the "San Juan Assets");

         WHEREAS, in connection with the Proposed San Juan Acquisition and other
proposed capital requirements of the Borrower, the Borrower desires, among other
things, (i) the ability to issue additional debt securities representing senior
subordinated debt, (ii) the ability to issue up to $300,000,000 of senior
secured debt, in the form of a senior secured acquisition term loan to provide a
portion of the funds used as consideration for the Proposed San Juan
Acquisition, (iii) consent to secure the obligations under such senior secured
acquisition term loan on a pari passu basis with the Obligations, the EPNHC Loan
Obligations, the Marco Polo Clawback obligations and the Cameron Highway
Clawback (as defined below) obligations by a lien on the Collateral; (iv) to
modify, on a temporary basis, the financial ratios the Borrower is required to
meet under the Credit Agreement, (v) to annualize pro forma EBITDA related to
the San Juan Assets based upon second quarter 2002 and actual results as
thereafter reported; and (vi) the ability for the Borrower and its Subsidiaries
to enter into certain hedging arrangements to allow hedges appropriate to the
Borrower's current business operations;

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         WHEREAS, the Borrower desires to form a Joint Venture for the
construction and financing of an approximately 390-mile crude oil pipeline
servicing the offshore deep water regions of the Gulf of Mexico and fund future
additional investments in such Joint Venture;

         WHEREAS, the Borrower desires to correct and clarify other matters
related to the Credit Agreement;

         WHEREAS, the Borrower has requested that the Lenders modify and amend
the Credit Agreement as more fully described herein and consent to certain
modifications and amendments to the EPNHC Credit Agreement;

         WHEREAS, the Lenders are willing to agree to the amendments being
requested by the Borrower, but only on the terms and subject to the conditions
set forth in this First Amendment; and

         WHEREAS, each of the signatories hereto is a party to the Credit
Agreement.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Administrative Agent, the Lenders and each of
the other signatories hereto hereby agree as follows:

         1.       Amendments. The Credit Agreement is hereby amended as follows:

                  (a)      Amendments to Section 1.1.

                           (i)      The following definitions are hereby added
                  to Section 1.1 of the Credit Agreement where alphabetically
                  appropriate:

                                    "Cameron Highway": Cameron Highway Oil
                           Pipeline Company, a Delaware general partnership and
                           a Joint Venture created by the Borrower and one or
                           more Persons that are not Affiliates of the Borrower
                           to construct, own and operate the Cameron Highway Oil
                           Pipeline.

                                    "Cameron Highway Clawback": the "clawback"
                           and similar obligations incurred by the Borrower and
                           any Restricted Subsidiary under the Cameron Highway
                           Financing Documents in an aggregate amount not to
                           exceed $50,000,000 at any one time outstanding.

                                    "Cameron Highway Financing": the loans made
                           to Cameron Highway under the Cameron Highway
                           Financing Documents to finance the construction and
                           operation of the Cameron Highway Oil Pipeline.

                                    "Cameron Highway Financing Documents": (i)
                           the Credit Agreement to be entered into among Cameron
                           Highway, as Borrower, JPMorgan Chase Bank (or another
                           financial lending institution), individually and as
                           Administrative Agent, and the lenders party thereto
                           and (ii) the other financing documents (as identified
                           therein); in the case of

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                           (i) and (ii) above, as amended, restated, renewed,
                           replaced or otherwise modified from time to time.

                                    "Cameron Highway Oil Pipeline": an
                           approximately 390-mile crude oil pipeline servicing
                           the offshore deep water regions of the Gulf of
                           Mexico.

                                    "First Amendment": the First Amendment to
                           Sixth Amended and Restated Credit Agreement dated as
                           of November 21, 2002 among the Borrower, the
                           Co-Borrower, the Lenders parties thereto, Credit
                           Lyonnais New York Branch and Wachovia Bank, National
                           Association, as Co-Syndication Agents, Fleet National
                           Bank and Fortis Capital Corp., as Co-Documentation
                           Agents and JPMorgan Chase Bank, as Administrative
                           Agent for the Lenders.

                                    "San Juan Assets": the natural gas gathering
                           system located in the San Juan Basin of New Mexico,
                           certain natural gas liquids transportation and
                           fractionation assets located in Texas, and an oil and
                           natural gas gathering system located in the offshore
                           deep water regions of the Gulf of Mexico, in each
                           case to be acquired by the Borrower from El Paso and
                           certain of its Affiliates for approximately
                           $782,000,000, subject to adjustment.

                                    "Senior Secured Acquisition Term Loan
                           Administrative Agent" shall have the same meaning as
                           the defined term "Administrative Agent" in the Credit
                           Agreement evidencing the Senior Secured Acquisition
                           Term Loan Obligations.

                                    "Senior Secured Acquisition Term Loan
                           Documents": (i) the Credit Agreement to be entered
                           into by the Borrower, the Co-Borrower and one or more
                           financial lending institutions, providing up to
                           $300,000,000 of Senior Secured Acquisition Term
                           Loans, and (ii) the other financing documents (as
                           identified therein); in the case of (i) and (ii)
                           above, as amended, restated or otherwise modified
                           from time to time.

                                    "Senior Secured Acquisition Term Loan
                           Lenders" shall have the same meaning as the defined
                           term "Lenders" in the Credit Agreement evidencing the
                           Senior Secured Acquisition Term Loan Obligations.

                                    "Senior Secured Acquisition Term Loan
                           Obligations": the obligations and liabilities of the
                           Borrower and its Subsidiaries under the Senior
                           Secured Acquisition Term Loan Documents.

                                    "Senior Secured Acquisition Term Loans": the
                           loans made to Borrower under the Senior Secured
                           Acquisition Term Loan Documents on the terms set
                           forth on Exhibit "A" to the First Amendment for the
                           purpose of providing funds in connection with the
                           acquisition of the San Juan Assets.

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                           (ii)     The following definitions in Section 1.1 of
                  the Credit Agreement are hereby amended and restated in their
                  entirety as follows:

                                    "Agreement": this Sixth Amended and Restated
                           Credit Agreement, as amended by the First Amendment,
                           and as further amended, supplemented or otherwise
                           modified from time to time.

                                    "Applicable Margin": on any day and with
                           respect to any (a) Initial Term Loans that are
                           Alternate Base Rate Loans, 2.25% per annum and for
                           any Initial Term Loans that are Eurodollar Loans,
                           3.50% per annum, subject in each case to adjustment
                           pursuant to the terms of Section 4.4(e), (b) series
                           of Additional Term Loans, the "Applicable Margin" set
                           forth in the Term Loan Addendum establishing such
                           series of Additional Term Loans and (c) Type of
                           Revolving Credit Loan and the Commitment Fee payable
                           pursuant to Section 2.5, the rate per annum specified
                           in Annex I attached hereto, which rate is based on
                           the ratio of Consolidated Total Indebtedness of the
                           Borrower at such time to Consolidated EBITDA for the
                           most recently ended Calculation Period (the "Leverage
                           Ratio") and the ratings by Standard & Poor's Ratings
                           Services (or any successor statistical rating
                           organization) ("S&P"), or Moody's Investors Service,
                           Inc. (or any successor statistical rating
                           organization) ("Moody's") of the senior, long-term
                           unsecured debt of the Borrower in effect at the time
                           of such determination. The Applicable Margin for any
                           Revolving Credit Loan and the Commitment Fee for any
                           date shall be determined by reference to the Leverage
                           Ratio as of the last day of the fiscal quarter most
                           recently ended as of such date and for the
                           Calculation Period ended on such last day, and any
                           change (i) shall become effective upon the delivery
                           to the Administrative Agent of a certificate of a
                           Responsible Officer of the Borrower (which
                           certificate may be delivered prior to delivery of the
                           relevant financial statements or may be incorporated
                           in the certificate delivered pursuant to subsection
                           7.2(b)) with respect to the financial statements to
                           be delivered pursuant to Section 7.1 for the most
                           recently ended fiscal quarter (x) setting forth in
                           reasonable detail the calculation of the Leverage
                           Ratio at the end of such fiscal quarter and (y)
                           stating that the signer has reviewed the terms of
                           this Agreement and other Loan Documents and has made,
                           or caused to be made under his or her supervision, a
                           review in reasonable detail of the transactions and
                           condition of the Borrower and the Restricted
                           Subsidiaries during the accounting period, and that
                           the signer does not have knowledge of the existence
                           as at the date of such officers' certificate of any
                           Event of Default or Default, and (ii) shall apply (A)
                           in the case of the Revolving Credit Loans bearing
                           interest based upon the Alternate Base Rate, to such
                           Alternate Base Rate Loans outstanding on such
                           delivery date or made on and after such delivery date
                           and (B) in the case of the Revolving Credit Loans
                           bearing interest based upon the Eurodollar Rate, to
                           such Eurodollar Loans made on and after such delivery
                           date. It is understood that the foregoing certificate
                           of a Responsible Officer shall be permitted to be
                           delivered prior

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                           to, but in no event later than, the time of the
                           actual delivery of the financial statements required
                           to be delivered pursuant to Section 7.1.
                           Notwithstanding the foregoing, at any time during
                           which the Borrower has failed to deliver the
                           certificate referred to above in this definition as
                           required under subsection 7.2(b) with respect to a
                           fiscal quarter following the date the delivery
                           thereof is due, the Leverage Ratio shall be deemed,
                           solely for the purposes of this definition, to be
                           greater than 4.0 to 1.0 until such time as Borrower
                           shall deliver such compliance certificate; provided,
                           however, that commencing on the date the Senior
                           Secured Acquisition Term Loan Obligations are
                           incurred and ending on the date such Senior Secured
                           Acquisition Term Loan Obligations are paid in full,
                           the Applicable Margin shall be (1) 3.50% per annum
                           with respect to any Revolving Credit Loan bearing
                           interest based upon the Eurodollar Rate and (2) 2.50%
                           per annum with respect to any Revolving Credit Loan
                           bearing interest based upon the Alternate Base Rate.

                                    "Consolidated EBITDA": for any period and in
                           accordance with Section 4.13, the Consolidated Net
                           Income ((i) including earnings and losses from
                           discontinued operations, except to the extent that
                           any such losses represent reserves for losses
                           attributable to the planned disposition of material
                           assets, (ii) excluding extraordinary gains, and gains
                           and losses arising from the sale of material assets,
                           and (iii) including other non-recurring losses) for
                           such period, plus (x) the aggregate amount of cash
                           distributions received by the Borrower and its
                           consolidated Subsidiaries (excluding Unrestricted
                           Subsidiaries and Joint Ventures) from Unrestricted
                           Subsidiaries and Joint Ventures (other than cash
                           proceeds funded from the refinancing of the original
                           capital investment by the Borrower and its
                           Subsidiaries in Unrestricted Subsidiaries and Joint
                           Ventures), and (y) to the extent reflected as a
                           charge in the statement of Consolidated Net Income
                           for such period, the sum of (a) interest expense,
                           amortization of debt discount and debt issuance costs
                           (including the write-off of such costs in connection
                           with prepayments of debt) and commissions, discounts
                           and other fees and charges associated with standby
                           letters of credit, (b) taxes measured by income
                           accrued as an expense during such period, (c)
                           depreciation, depletion, and amortization expense,
                           and (d) non-cash compensation expense resulting from
                           the accounting treatment applied, in accordance with
                           GAAP, to management's equity interest minus the
                           equity of the Borrower and its consolidated
                           Subsidiaries (excluding Unrestricted Subsidiaries and
                           Joint Ventures) in the earnings of Unrestricted
                           Subsidiaries and Joint Ventures; provided that
                           Consolidated EBITDA shall exclude any insurance
                           proceeds relating to the Poseidon casualty described
                           in SEC reports up to an aggregate amount of
                           $6,000,000; provided, further, that for the
                           Calculation Periods ending September 30, 2002 and
                           December 31, 2002, the pro forma adjustments required
                           by Section 4.13 as a result of the acquisition of the
                           San Juan Assets shall be calculated as follows: (A)
                           in the case of the Calculation Period ending
                           September 30, 2002, the sum of the actual EBITDA

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                           attributable to the San Juan Assets for the calendar
                           quarters ending June 30, 2002 and September 30, 2002
                           multiplied by 2 and (B) in the case of the
                           Calculation Period ending December 31, 2002, the sum
                           of the actual EBITDA attributable to the San Juan
                           Assets for the calendar quarters ending June 30,
                           2002, September 30, 2002 and December 31, 2002
                           multiplied by 4/3.

                                    "EPN Group Administrative Agents": the
                           Administrative Agent, the EPNHC Administrative Agent
                           and, at any time that any Senior Secured Acquisition
                           Term Loan Obligation is outstanding, the Senior
                           Secured Acquisition Term Loan Administrative Agent.

                                    "EPN Group Lenders": the Lenders, the EPNHC
                           Lenders and, at any time that any Senior Secured
                           Acquisition Term Loan Obligation is outstanding, the
                           Senior Secured Acquisition Term Loan Lenders.

                                    "EPNHC Credit Agreement": that certain
                           Amended and Restated Credit Agreement, dated as of
                           April 8, 2002, as amended and restated through
                           October 10, 2002, among EPNHC, the EPNHC Lenders
                           party thereto, Banc One Capital Markets, Inc. and
                           Wachovia Bank, National Association, as
                           co-syndication agents, Fleet National Bank and Fortis
                           Capital Corp., as co-documentation agents, and
                           JPMorgan, as administrative agent, as amended by the
                           First Amendment to Amended and Restated Credit
                           Agreement dated as of November 21, 2002, and as such
                           agreement may be amended, supplemented or otherwise
                           modified from time to time in accordance with Section
                           8.9.

                                    "Intercreditor Agreement": means (i) prior
                           to the closing date of the Proposed San Juan
                           Acquisition, the Intercreditor Agreement dated as of
                           October 10, 2002, by and among the Administrative
                           Agent, for the benefit of the Lenders, the EPNHC
                           Administrative Agent, for the benefit of the EPNHC
                           Lenders, the administrative agent for the lenders in
                           connection with the Marco Polo Financing Documents,
                           for the benefit of the lenders thereunder, and the
                           Collateral Agent and acknowledged by the Borrower and
                           EPNHC and (ii) subsequent to the closing of the
                           Proposed San Juan Acquisition, the Amended and
                           Restated Intercreditor Agreement dated as of the
                           closing date of the Proposed San Juan Acquisition by
                           and among the Administrative Agent, for the benefit
                           of the Lenders, the EPNHC Administrative Agent, for
                           the benefit of the EPNHC Lenders, the administrative
                           agent for the lenders in connection with the Marco
                           Polo Financing Documents, for the benefit of the
                           lenders thereunder, the administrative agent for the
                           lenders in connection with the Senior Secured
                           Acquisition Term Loan Documents, for the benefit of
                           the lender thereunder, and the Collateral Agent and
                           acknowledged by the Borrower and EPNHC, in either
                           case as such agreement may be further amended,
                           modified or supplemented from time to time, including
                           without limitation, in connection with the closing of
                           the Cameron Highway Financing, at

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                           which time the administrative agent for the lenders
                           in connection with the Cameron Highway Financing, for
                           the benefit of the lenders thereunder, will become a
                           party to such Intercreditor Agreement; which
                           Intercreditor Agreement shall provide for the
                           creation, administration and foreclosure of Liens on
                           the Collateral on a pari passu basis as described in
                           subsection 8.3(i).

                                    "Joint Venture": any Person in which the
                           Borrower and/or its Subsidiaries hold more than 5%
                           but less than a majority of the equity interests, and
                           which does not constitute a Subsidiary of the
                           Borrower, whether direct or indirect; provided that
                           Gateway, Atlantis, Copper Eagle, Poseidon and Cameron
                           Highway and their respective Subsidiaries shall be
                           deemed a Joint Venture for purpose of the Loan
                           Documents unless any such Person becomes a Subsidiary
                           in accordance with the definition thereof and the
                           Borrower designates such Person as a Subsidiary.

                                    "Person": an individual, partnership,
                           corporation, limited liability company, business
                           trust, joint stock company, trust, unincorporated
                           association, joint venture, Governmental Authority or
                           other entity of whatever nature (the term "Person"
                           shall not be deemed to include, however, any joint
                           tenancy or tenancy-in-common pursuant to which any
                           property or assets may be owned in an undivided
                           interest).

                                    "Senior Subordinated Note Indentures": means
                           (i) the Indenture dated as of May 27, 1999 among the
                           Borrower, the Co-Borrower, certain of their
                           respective Subsidiaries and the trustee named therein
                           pursuant to which the 10-3/8% Senior Subordinated
                           Notes due 2009 were issued, (ii) the Indenture dated
                           as of May 17, 2001 among the Borrower, the
                           Co-Borrower, certain of their respective Subsidiaries
                           and the trustee named therein pursuant to which the
                           8-1/2% Senior Subordinated Notes due 2011 were
                           issued, and (iii) any other Indenture pursuant to
                           which Senior Subordinated Notes are issued, each
                           together with all instruments and other agreements
                           entered into by the Borrower, the Co-Borrower or such
                           Subsidiaries in connection therewith, as each may be
                           amended, supplemented or otherwise modified from time
                           to time in accordance with Section 8.9.

                                    "Senior Subordinated Notes" means,
                           collectively, (i) the 10-3/8% Senior Subordinated
                           Notes due 2009, (ii) the 8-1/2% Senior Subordinated
                           Notes due 2011, and (iii) any other senior
                           subordinated notes having substantially similar
                           subordination provisions to the subordination
                           provisions contained in the 8-1/2% Senior
                           Subordinated Notes due 2011, in each case of the
                           Borrower and the Co-Borrower issued pursuant to a
                           Senior Subordinated Note Indenture.

                                    "Total EPN Group Credit Percentage": as to
                           any EPN Group Lender at any time, the percentage of
                           the aggregate Revolving Credit

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                           Commitments, Term Loans, EPNHC Term Loans and Senior
                           Secured Acquisition Term Loans then constituted by
                           its Revolving Credit Commitment, its Term Loans, its
                           EPNHC Term Loans and its Senior Secured Acquisition
                           Term Loans (it being agreed that in the case of the
                           termination or expiration of the Revolving Credit
                           Commitments, the aggregate Revolving Credit
                           Commitments and such Lender's Revolving Credit
                           Commitment shall be determined by reference to the
                           Aggregate Outstanding Revolving Credit Extensions of
                           Credit of all EPN Group Lenders and such EPN Group
                           Lender's Aggregate Outstanding Revolving Credit
                           Extensions of Credit).

                  (b)      Amendment to Section 7.11 (Agreements Respecting
         Unrestricted Subsidiaries). Section 7.11(c) of the Credit Agreement is
         hereby amended and restated in its entirety as follows:

                           (c)      Notwithstanding any provision of the Loan
                           Documents to the contrary (i) the Borrower and the
                           Restricted Subsidiaries may incur Guarantee
                           Obligations supporting obligations of (A) Gateway
                           that were assumed by it from Delos in connection with
                           its formation and the Marco Polo Financing and (B)
                           Cameron Highway that were assumed by it from the
                           Borrower and its Subsidiaries in connection with its
                           formation and the Cameron Highway Financing and (ii)
                           the Borrower and the Restricted Subsidiaries may
                           incur Guarantee Obligations (including Guarantee
                           Obligations of which any lenders under the Marco Polo
                           Financing Documents and the Cameron Highway Financing
                           Documents are the beneficiaries) consisting of
                           guarantees of performance obligations of Unrestricted
                           Subsidiaries as long as such guarantees do not
                           constitute guarantees of payment.

                  (c)      Amendment to Section 8.1(Financial Condition
         Covenants). Section 8.1(d) of the Credit Agreement is hereby amended
         and restated in its entirety as follows:

                                    (d)      Leverage Ratio. Permit, on the last
                           day of any fiscal quarter of the Borrower, the ratio
                           of (x) the Consolidated Total Indebtedness at such
                           date to (y) the Consolidated EBITDA for the
                           Calculation Period ending on such date to exceed (i)
                           on or prior to December 31, 2003, 5.25 to 1.0 or (ii)
                           after December 31, 2003, 5.0 to 1.0.

                  (d)      Amendments to Section 8.2 (Limitation on
         Indebtedness). Section 8.2 is hereby amended as follows:

                           (i)      The word "and" is deleted from the end of
                  subsection (h) thereof;

                           (ii)     the period at the end of subsection (i)
                  thereof is replaced with a semicolon followed by the word
                  "and"; and

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                           (iii)    the following subsection (j) is added at the
                  end of such Section 8.2 as follows:

                                    (j)      Indebtedness of the Borrower and
                                    the Co-Borrower consisting of the Senior
                                    Secured Acquisition Term Loan Obligations
                                    evidenced by, and pursuant to the terms and
                                    conditions of, the Senior Secured
                                    Acquisition Term Loan Documents in an
                                    aggregate principal amount not to exceed
                                    $300,000,000.

                  (e)      Amendments to Section 8.3 (Limitation on Liens).
         Section 8.3 is hereby amended as follows:

                           (i)      Section 8.3(h) of the Credit Agreement is
                  hereby amended and restated in its entirety as follows:

                                    (h)      the Borrower and its Restricted
                                    Subsidiaries may pledge on a non-recourse
                                    basis (i) their equity interest in Gateway
                                    to secure Indebtedness of Gateway under the
                                    Marco Polo Financing Documents and (ii)
                                    their equity interest in Cameron Highway to
                                    secure Indebtedness of Cameron Highway under
                                    the Cameron Highway Financing Documents;

                           (ii)     Section 8.3(i) of the Credit Agreement is
                  hereby amended and restated in its entirety as follows:

                                    (i)      Liens on the Collateral securing
                                    (i) the EPNHC Loan Obligations permitted by
                                    Section 8.2(i), (ii) the Guarantee
                                    Obligations permitted by subsections 8.4(g)
                                    and 8.4(i), (iii) the Senior Secured
                                    Acquisition Term Loan Obligations permitted
                                    by Section 8.2(j), and (iv) the Guarantee
                                    Obligations permitted by subsections 8.4(j),
                                    in each case on a pari passu basis with the
                                    Liens on the Collateral securing the
                                    Obligations and guarantees thereof, subject
                                    to the terms and provisions of the
                                    Intercreditor Agreement;

                  (f)      Amendments to Section 8.4 (Limitation on Guarantee
         Obligations). Section 8.4 is hereby amended as follows:

                           (i)      Section 8.4(g) of the Credit Agreement is
                  hereby amended and restated in its entirety as follows:

                                    (g)      Guarantee Obligations, in addition
                                    to those described in clauses (e) and (f) of
                                    this Section 8.4, of (i) up to $22,500,000
                                    in the aggregate incurred pursuant to the
                                    Marco Polo Clawback and (ii) up to
                                    $50,000,000 in the aggregate incurred
                                    pursuant to the Cameron Highway Clawback;

                           (ii)     the word "and" is deleted from the end of
                  subsection (h) thereof;

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                           (iii)    the period at the end of subsection (i)
                  thereof is replaced with a semicolon followed by the word
                  "and"; and

                           (iv)     the following subsection (j) is added at the
                  end of Section 8.4 as follows:

                           (j)      Guarantee Obligations of any Subsidiary
                           Guarantor with respect to the Senior Secured
                           Acquisition Term Loan Obligations.

                  (g)      Amendments to Section 8.6 (Limitation on Sale of
         Assets). Section 8.6 is hereby amended as follows:

                           (i)      The word "and" is deleted from the end of
                  subsection (f) thereof;

                           (ii)     the period at the end of subsection  (g)
                  thereof is replaced with a semicolon followed by the word
                  "and"; and

                           (iii)    the following subsection (h) is added at the
                  end of Section 8.6 as follows:

                                    (h)     the Borrower and its Restricted
                                    Subsidiaries may sell or otherwise dispose
                                    of any equity interest in Cameron Highway,
                                    provided that following any such sale or
                                    other disposition, the Borrower and its
                                    Restricted Subsidiaries, in the aggregate,
                                    continue to hold at least 30% of the
                                    outstanding equity interest in Cameron
                                    Highway.

                  (h)      Amendments to Section 8.8 (Limitation on Investments,
         Loans and Advances). Section 8.8 is hereby amended as follows:

                           (i)      the word "and" is deleted from the end of
                  subsection (g) thereof;

                           (ii)     the period at the end of subsection  (h)
                  thereof is replaced with a semicolon followed by the word
                  "and"; and

                           (iii)    the following subsection (i) is added at the
                  end of Section 8.8 as follows:

                                    (i)      capital contributions, loans, or
                                    other investments to or in Cameron Highway
                                    consisting of up to $95,000,000, in the
                                    aggregate, of cash and other assets related
                                    to the Cameron Highway Oil Pipeline.

                  (i)      Amendment to Section 8.9  (Limitation on Optional
         Payments and Modifications of Debt Instruments and Other Agreements).
         Section 8.9 of the Credit Agreement is hereby amended and restated in
         its entirety as follows:

                                       10

<PAGE>

                                    (a)      Make any optional payment or
                           prepayment on, redemption of or purchase of, or
                           voluntarily defease, or directly or indirectly
                           voluntarily or optionally purchase, redeem, retire or
                           otherwise acquire, the Senior Subordinated Notes or
                           any other Indebtedness or Guarantee Obligations
                           (other than the Obligations, the EPNHC Loan
                           Obligations or the Senior Secured Acquisition Term
                           Loan Obligations), or make any payment under or on
                           account of the G&A Agreement except as required
                           pursuant to the terms thereof, (b) amend, modify or
                           change, or consent or agree to any amendment,
                           modification or change to, any of the terms of the
                           Senior Subordinated Notes or the Senior Subordinated
                           Note Indentures (other than any such amendment,
                           modification or change which would extend the
                           maturity or reduce the amount of any payment of
                           principal thereof or which would reduce the rate or
                           extend the date for payment of interest thereon), (c)
                           amend, modify or change, or consent or agree to any
                           amendment, modification or change to, any of the
                           terms of the EPNHC Loan Documents or the Senior
                           Secured Acquisition Term Loan Documents without the
                           written consent of the Required Lenders (other than
                           any such amendment, modification or change which
                           would extend the maturity or reduce the amount of any
                           payment of principal thereof or which would reduce
                           the rate or extend the date for payment of interest
                           thereon), (d) amend, modify or change, or consent or
                           agree to any amendment, modification or change to,
                           any of the terms of any Indebtedness or Guarantee
                           Obligations with respect to any Indebtedness (other
                           than the Senior Subordinated Notes, the EPNHC Loan
                           Obligations and the Senior Secured Acquisition Term
                           Loan Obligations, which Indebtedness may be amended,
                           modified or changed only as permitted by clauses (b)
                           and (c) above, and the Obligations, which
                           Indebtedness may be amended, modified or changed only
                           as permitted by Section 11.1 hereof), other than any
                           such amendment, modification or change the effect of
                           which (1) would be to extend the maturity or reduce
                           the amount of any payment of principal thereof or
                           reduce the rate or extend the date for payment of
                           interest with respect to such Indebtedness or
                           Guarantee Obligations and (2) otherwise could not
                           reasonably be expected to have a Material Adverse
                           Effect, (e) amend, modify or change, or consent to
                           any amendment, modification or change to, any of the
                           terms of, the Partnership Agreement, the Borrower's
                           certificate of limited partnership, the G&A Agreement
                           or any Joint Venture Charter, except to the extent
                           the same could not reasonably be expected to have a
                           Material Adverse Effect, (f) waive or otherwise
                           relinquish any of its rights or causes of action
                           arising out of the Partnership Agreement, the
                           Borrower's certificate of limited partnership, the
                           G&A Agreement or any Joint Venture Charter, except to
                           the extent the same could not reasonably be expected
                           to have a Material Adverse Effect or (g) designate
                           any Indebtedness as "Designated Senior Indebtedness"
                           under the Senior Subordinated Note Indentures without
                           the consent of the Administrative Agent (other than
                           the Obligations, the EPNHC Loan Obligations or the
                           Senior Secured

                                       11

<PAGE>

                           Acquisition Term Loan Obligations). Notwithstanding
                           any provision contained in this Section 8.9, the
                           Borrower and its Restricted Subsidiaries shall have
                           the absolute right to amend any Joint Venture Charter
                           to the extent necessary or reasonably appropriate to
                           evidence the substitution, replacement or other
                           changes of partners, members or owners in any Joint
                           Venture not in violation of Section 8.19 or Section
                           8.21.

                  (j)      Amendment to Section 8.20 (No Voluntary Termination
         of Joint Venture Charters). Section 8.20 of the Credit Agreement is
         hereby amended and restated in its entirety as follows:

                                    Section 8.20 No Voluntary Termination of
                           Joint Venture Charters. Voluntarily terminate or
                           permit any Restricted Subsidiary which is a partner
                           in, or owner of any interest in, any Joint Venture to
                           voluntarily terminate any Joint Venture Charter and
                           liquidate such Joint Venture to the extent permitted
                           thereunder.

                  (k)      Amendment to Section 8.22 (Hedging Transactions).
         Section 8.22 of the Credit Agreement is hereby amended and restated in
         its entirety as follows:

                                    Section 8.22 Hedging Transactions. Enter
                           into any interest rate, cross-currency, commodity,
                           equity or other security, swap, collar or similar
                           hedging agreement or purchase any option to purchase
                           or sell or to cap any interest rate, cross-currency,
                           commodity, equity or other security, in any such
                           case, other than to hedge risk exposures in the
                           operation of its business, ownership of assets or the
                           management of its liabilities; provided, however,
                           that such permitted hedging agreements, including,
                           without limitation, any Commodity Hedging Programs,
                           shall not exceed 80% of annual production, volumes,
                           throughput and any other similar measures related to
                           processing, transportation, fractionation,
                           compression, gathering and treating or any other
                           business activities engaged in by the Borrower and
                           its Subsidiaries as a whole in their normal course of
                           business.

                  (l)      Amendments to Article IX (Events of Default). Section
         9(e) is hereby amended and restated in its entirety as follows:

                                    (e)      (i) Any "Event of Default" under
                           and as defined in the EPNHC Credit Agreement shall
                           occur and be continuing; (ii) any "Event of Default"
                           under and as defined in the Credit Agreement
                           evidencing the Senior Secured Acquisition Term Loan
                           Obligations shall occur and be continuing; or (iii)
                           any Loan Party or any Restricted Subsidiary of the
                           Borrower shall (A) default in any payment of
                           principal of or interest on any Indebtedness (other
                           than the Loans) or in the payment of any Guarantee
                           Obligation, beyond the period of grace (not to exceed
                           30 days), if any, provided in the instrument or
                           agreement under which such Indebtedness or Guarantee
                           Obligation was created; or (B) default in the

                                       12

<PAGE>

                           observance or performance of any other agreement or
                           condition relating to any such Indebtedness or
                           Guarantee Obligation or contained in any instrument
                           or agreement evidencing, securing or relating
                           thereto, or any other event shall occur or condition
                           exist, the effect of which default or other event or
                           condition is to cause, or to permit the holder or
                           holders of such Indebtedness or beneficiary or
                           beneficiaries of such Guarantee Obligation (or a
                           trustee or agent on behalf of such holder or holders
                           or beneficiary or beneficiaries) to cause, with the
                           giving of notice if required, such Indebtedness to
                           become due prior to its stated maturity or such
                           Guarantee Obligation to become payable; provided,
                           however, that the aggregate principal amount of
                           Indebtedness and Guarantee Obligations with respect
                           to which such defaults shall have occurred shall
                           equal or exceed $5,000,000; or

                  (m)      Amendments to Section 11.23  (Certain Permitted
         Transactions). Section 11.23 of the Credit Agreement is hereby amended
         by adding new subsections (c) and (d) as follows:

                           (c)      Cameron Highway Transactions.

                                    (i)      the contribution by the Borrower
                                    and the Restricted Subsidiaries to Cameron
                                    Highway of up to $95,000,000, in the
                                    aggregate, of cash and other assets related
                                    to the Cameron Highway Oil Pipeline;

                                    (ii)     the pledge by the Borrower and the
                                    Restricted Subsidiaries of their equity
                                    interests in Cameron Highway to secure
                                    Indebtedness of Cameron Highway incurred in
                                    connection with the Cameron Highway
                                    Financing;

                                    (iii)    the incurrence by the Borrower of
                                    the Cameron Highway Clawback, and the
                                    securing of the Cameron Highway Clawback
                                    obligations by the Collateral on a pari
                                    passu basis with the Obligations, the EPNHC
                                    Loan Obligations, the Marco Polo Clawback
                                    obligations and the Senior Secured
                                    Acquisition Term Loan Obligations, subject
                                    to the terms and provisions of the
                                    Intercreditor Agreement; and

                                    (iv)     the sale or otherwise disposition
                                    of any equity interest in Cameron Highway,
                                    provided that following any such sale or
                                    other disposition, the Borrower and its
                                    Restricted Subsidiaries, in the aggregate,
                                    continue to hold at least 30% of the
                                    outstanding equity interest in Cameron
                                    Highway.

                                    (d)      Senior Secured Acquisition Term
                           Loans. The Senior Secured Acquisition Term Loans on
                           the terms and conditions set forth on Exhibit "A" to
                           this First Amendment, including without limitation
                           (i) the

                                       13

<PAGE>

                           incurrence of the Senior Secured Acquisition Term
                           Loan Obligations, (ii) the securing of the Senior
                           Secured Acquisition Term Loan Obligations by the
                           Collateral on a pari passu basis with the
                           Obligations, the EPNHC Loan Obligations, the Marco
                           Polo Clawback obligations and the Cameron Highway
                           Clawback obligations, subject to the terms and
                           provisions of the Intercreditor Agreement, and (iii)
                           the payment, discharge or other satisfaction of the
                           Senior Secured Acquisition Term Loan Obligations
                           prior to the stated maturity thereof.

                  (n)      Amendments to Sections 5.5, 5.6, 5.7, 5.20(a) and
         (b), 7.1(d) and (e), 7.2(e), (f), (g) and (h), 7.12 and 8.21 (Sections
         relating to Joint Ventures). Each of Sections 5.5, 5.6, 5.7, 5.20(a)
         and (b), 7.1(d) and (e), 7.2(e), (f), (g) and (h), 7.12 and 8.21 of the
         Credit Agreement is hereby amended by inserting the words "the Borrower
         or" in between the words "owned by" and "a Restricted Subsidiary" in
         each instance that the phrase "owned by a Restricted Subsidiary"
         appears in such Sections or subsections.

         2.       Conditions to Effectiveness. This First Amendment shall become
effective on the date (the "First Amendment Effective Date") on which all of the
following conditions precedent have been satisfied or waived: (i) the Borrower,
the Co-Borrower, the Administrative Agent and the Required Lenders shall have
executed and delivered to the Administrative Agent this First Amendment and (ii)
the Administrative Agent and the Lenders shall have received payment of all fees
and costs payable by the Borrower on or before the First Amendment Effective
Date in connection with this First Amendment.

         3.       Consent to Amendments to EPNHC Credit Agreement. Each of the
Lenders that has executed and delivered this First Amendment to the
Administrative Agent hereby consents to the amendments, modifications and
changes to the EPNHC Credit Agreement effected by the First Amendment to Amended
and Restated Credit Agreement dated as of even date herewith by and among EPNHC,
the EPNHC Lenders party thereto and the EPNHC Administrative Agent.

         4.       Miscellaneous.

                  (a)      Representations and Warranties. After giving effect
         to the effectiveness of this First Amendment, the representations and
         warranties made by the Loan Parties in the Loan Documents are true and
         correct in all material respects on and as of the First Amendment
         Effective Date (unless such representations or warranties are stated to
         refer to a specific earlier date, in which case such representations
         and warranties shall be true and correct in all material respects as of
         such earlier date) as if made on and as of the First Amendment
         Effective Date and no Default or Event of Default will have occurred
         and be continuing.

                  (b)      Payment of Expenses. The Borrower agrees to pay or
         reimburse the Administrative Agent for all of its out-of-pocket costs
         and reasonable expenses incurred in connection with this First
         Amendment, any other documents prepared in connection hereby and the
         transactions contemplated hereby, including, without limitation, the
         reasonable fees and disbursements of counsel to the Administrative
         Agent.

                                       14

<PAGE>

                  (c)      No Other Amendments; Confirmation. Except as
         expressly amended, modified and supplemented hereby, the provisions of
         the Credit Agreement and the other Loan Documents are and shall remain
         in full force and effect.

                  (d)      Governing Law. THIS FIRST AMENDMENT AND THE RIGHTS
         AND OBLIGATIONS OF THE PARTIES HEREBY SHALL BE GOVERNED BY, AND
         CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
         NEW YORK.

                  (e)      Counterparts. This First Amendment may be executed by
         one or more of the parties to this First Amendment on any number of
         separate counterparts (including by telecopy), and all of said
         counterparts taken together shall be deemed to constitute one and the
         same instrument.

                            [Signature Pages Follow.]

                                       15

<PAGE>

         IN WITNESS WHEREOF, the parties hereby have caused this First Amendment
to be duly executed and delivered as of the day and year first above written.

                                    EL PASO ENERGY PARTNERS, L.P.

                                    By:    /s/ Keith Forman
                                           -------------------------------
                                    Name:  Keith Forman
                                    Title: Vice President and Chief Financial
                                            Officer

                                    EL PASO ENERGY PARTNERS FINANCE
                                    CORPORATION

                                    By:    /s/ Keith Forman
                                           -------------------------------
                                    Name:  Keith Forman
                                    Title: Vice President and Chief Financial
                                            Officer

                                Signature Page-1

<PAGE>

THE ADMINISTRATIVE AGENT AND THE LENDERS:

                                    JPMORGAN CHASE BANK,
                                    as Administrative Agent and as a Lender

                                    By:    /s/ Robert W. Traband
                                           -------------------------------
                                    Name:  Robert W. Traband
                                    Title: Vice President

                                Signature Page-2

<PAGE>

                                    CREDIT LYONNAIS NEW YORK BRANCH

                                    By:    /s/ O. Audemard
                                           -------------------------------
                                    Name:  O. Audemard
                                    Title: Senior Vice President

                                Signature Page-3

<PAGE>

                                    WACHOVIA BANK, NATIONAL
                                    ASSOCIATION

                                    By:    /s/ Philip Trinder
                                           -------------------------------
                                    Name:  Philip Trinder
                                    Title: Vice President

                                Signature Page-4

<PAGE>

                                    FLEET NATIONAL BANK

                                    By:    /s/ Daniel S. Schockling
                                           -------------------------------
                                    Name:  Daniel S. Schockling
                                    Title: Director

                                Signature Page-5

<PAGE>

                                    FORTIS CAPITAL CORP.

                                    By:    /s/ Darrell W. Holley
                                           -------------------------------
                                    Name:  Darrell W. Holley
                                    Title: Managing Director

                                    By:    /s/ Deirdre Sanborn
                                           -------------------------------
                                    Name:  Deirdre Sanborn
                                    Title: Vice President

                                Signature Page-6

<PAGE>

                                    BANK OF SCOTLAND

                                    By:    /s/ Joseph Fratus
                                           -------------------------------
                                    Name:  Joseph Fratus
                                    Title: First Vice President

                                Signature Page-7

<PAGE>

                                    BAYERISCHE HYPO-UND VERIENSBANK,
                                    AG (New York Branch)

                                    By:    /s/ Steven Atwell
                                           -------------------------------
                                    Name:  Steven Atwell
                                    Title: Director

                                    By:    /s/ Shannon Batchman
                                           -------------------------------
                                    Name:  Shannon Batchman
                                    Title: Director

                                Signature Page-8

<PAGE>

                                    THE ROYAL BANK OF SCOTLAND plc,

                                    By:      _____________________________
                                    Name:    _____________________________
                                    Title:   _____________________________

                                Signature Page-9

<PAGE>

                                    BNP PARIBAS

                                    By:    /s/ Mark A. Cox
                                           -------------------------------
                                    Name:  Mark A. Cox
                                    Title: Director

                                    By:    /s/ Greg Smothers
                                           -------------------------------
                                    Name:  Greg Smothers
                                    Title: Vice President

                               Signature Page-10

<PAGE>

                                    SUNTRUST BANK

                                    By:    /s/ Joseph M. McCreery
                                           -------------------------------
                                    Name:  Joseph M. McCreery
                                    Title: Vice President

                               Signature Page-11

<PAGE>

                                    CREDIT AGRICOLE INDOSUEZ

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-12

<PAGE>

                                    ARAB BANKING CORPORATION (B.S.C.)

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-13

<PAGE>

                                    BANK OF AMERICA, N.A.

                                    By:    /s/ Ronald E. McKaig
                                           -------------------------------
                                    Name:  Ronald E. McKaig
                                    Title: Managing Director

                               Signature Page-14

<PAGE>

                                    CITICORP USA

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-15

<PAGE>

                                    KBC BANK N.V.

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-16

<PAGE>

                                    MIZUHO CORPORATE BANK, LTD.

                                    By:    /s/ Hirofumi Sugano
                                           -------------------------------
                                    Name:  Hirofuni Sugano
                                    Title: Senior Vice President

                               Signature Page-17

<PAGE>

                                    NATEXIS BANQUES POPULAIRES

                                    By:      /s/ Donovan C. Broussard
                                             -----------------------------
                                    Name:    Donovan C. Broussard
                                    Title:   Vice President

                                    By:      /s/ Louis P. Laville, III
                                             -----------------------------
                                    Name:    Louis P. Laville, III
                                    Title:   Vice President and Group Manager

                               Signature Page-18

<PAGE>

                                    WELLS FARGO BANK TEXAS, N.A.

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-19

<PAGE>

                                    BANK ONE, NA (Main Office Chicago)

                                    By:    /s/ Dianne L. Russell
                                           -------------------------------
                                    Name:  Dianne L. Russell
                                    Title: Director

                               Signature Page-20

<PAGE>

                                    CREDIT SUISSE FIRST BOSTON

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

                                    By:    /s/ Peter A. Ryan
                                           -------------------------------
                                    Name:  Peter A. Ryan
                                    Title: Vice President

                               Signature Page-21

<PAGE>

                                    ROYAL BANK OF CANADA

                                    By:    /s/ Tom J. Oberaigner
                                           -------------------------------
                                    Name:  Tom J. Oberaigner
                                    Title: Senior Manager

                               Signature Page-22

<PAGE>

                                    RZB FINANCE LLC

                                    By:    /s/ Pearl Geffers
                                           -------------------------------
                                    Name:  Pearl Geffers
                                    Title: First Vice President

                                    By:    /s/ Josef Thullner
                                           -------------------------------
                                    Name:  Josef Thullner
                                    Title: Vice President

                               Signature Page-23

<PAGE>

                                    THE BANK OF NOVA SCOTIA

                                    By:    /s/ N. Bell
                                           -------------------------------
                                    Name:  N. Bell, Senior Manager
                                    Title: _______________________________

                               Signature Page-24

<PAGE>

                                    SOUTHWEST BANK OF TEXAS, N.A.

                                    By:    /s/ W. Bryan Chapman
                                           -------------------------------
                                    Name:  W. Bryan Chapman
                                    Title: Vice President

                               Signature Page-25

<PAGE>

                                    GENERAL ELECTRIC CAPITAL
                                    CORPORATION

                                    By:    /s/ James Kopack
                                           -------------------------------
                                    Name:  James Kopack
                                    Title: Vice President Risk-Capital Funding
                                            Group

                               Signature Page-26

<PAGE>

                                    FIRST DOMINION FUNDING II

                                    By:    /s/ Andrew H. Marshak
                                           -------------------------------
                                    Name:  Andrew H. Marshak
                                    Title: Authorized Signatory

                               Signature Page-27

<PAGE>

                                    FIRST DOMINION FUNDING III

                                    By:    /s/ Andrew H. Marshak
                                           -------------------------------
                                    Name:  Andrew H. Marshak
                                    Title: Authorized Signatory

                               Signature Page-28

<PAGE>

                                    CSAM FUNDING I

                                    By:    /s/ Andrew H. Marshak
                                           -------------------------------
                                    Name:  Andrew H. Marshak
                                    Title: Authorized Signatory

                               Signature Page-29

<PAGE>

                                    PROMETHEUS INVESTMENT FUNDING NO. 1
                                    LTD.

                                    By:    HVB Credit Advisors, LLC, as
                                           Investment Manager

                                    By:    /s/ Irv Roa
                                           -------------------------------
                                    Name:  Irv Roa
                                    Title: Director

                                    By:    /s/ Vicky S. Soo
                                           -------------------------------
                                    Name:  Vicky S. Soo
                                    Title: Associate Director

                               Signature Page-30

<PAGE>

                                    ELC (CAYMAN) LTD. CDO SERIES 1999-I

                                    By: David L. Babson & Company Inc., as
                                        Collateral Manager

                                    By:    /s/ Mary Ann McCarthy
                                           -------------------------------
                                    Name:  Mary Ann McCarthy
                                    Title: Managing Director

                               Signature Page-31

<PAGE>

                                    ELC (CAYMAN) LTD. 2000-I

                                    By: David L. Babson & Company Inc., as
                                        Collateral Manager

                                    By:    /s/ Mary Ann McCarthy
                                           -------------------------------
                                    Name:  Mary Ann McCarthy
                                    Title: Managing Director

                               Signature Page-32

<PAGE>

                                    SUFFIELD CLO, LIMITED

                                    By: David L Babson & Company Inc., as
                                        Collateral Manager

                                    By:    /s/ Mary Ann McCarthy
                                           -------------------------------
                                    Name:  Mary Ann McCarthy
                                    Title: Managing Director

                               Signature Page-33

<PAGE>

                                    APEX (IDM) CDO I, LTD.

                                    By: David L. Babson & Company Inc., as
                                        Collateral Manager

                                    By:    /s/ Mary Ann McCarthy
                                           -------------------------------
                                    Name:  Mary Ann McCarthy
                                    Title: Managing Director

                               Signature Page-34

<PAGE>

                                    TRYON CLO LTD. 2000-I

                                    By:    David L. Babson & Company Inc., as
                                           Collateral Manager

                                    By:    /s/ Mary Ann McCarthy
                                           -------------------------------
                                    Name:  Mary Ann McCarthy
                                    Title: Managing Director

                               Signature Page-35

<PAGE>

                                    NEWTON CDO LTD

                                    By:    David L. Babson & Company Inc., as
                                           Investment Manager

                                    By:    /s/ Mary Ann McCarthy
                                           -------------------------------
                                    Name:  Mary Ann McCarthy
                                    Title: Managing Director

                               Signature Page-36

<PAGE>

                                    WILBRAHAM CBO, LTD.

                                    By:    David L. Babson & Company Inc., as
                                           Investment Manager

                                    By:    /s/ Mary Ann McCarthy
                                           -------------------------------
                                    Name:  Mary Ann McCarthy
                                    Title: Managing Director

                               Signature Page-37

<PAGE>

                                    BILL & MELINDA GATES FOUNDATION

                                    By:    David L. Babson & Company Inc., as
                                           Investment Advisor

                                    By:    /s/ Mary Ann McCarthy
                                           -------------------------------
                                    Name:  Mary Ann McCarthy
                                    Title: Managing Director

                               Signature Page-38

<PAGE>

                                    MASSACHUSETTS MUTUAL LIFE
                                    INSURANCE COMPANY

                                    By:    David L. Babson & Company Inc., as
                                           Investment Advisor

                                    By:    /s/ Mary Ann McCarthy
                                           -------------------------------
                                    Name:  Mary Ann McCarthy
                                    Title: Managing Director

                               Signature Page-39

<PAGE>

                                    MASSMUTUAL HIGH YIELD PARTNERS II,
                                    LLC

                                    By:    HYP Management, Inc., as Managing
                                           Member

                                    By:    /s/ Mary Ann McCarthy
                                           -------------------------------
                                    Name:  Mary Ann McCarthy
                                    Title: Managing Director

                               Signature Page-40

<PAGE>

                                    MAPLEWOOD (CAYMAN) LIMITED

                                    By:    David L. Babson & Company Inc.
                                           under  delegated authority from
                                           Massachusetts Mutual Life Insurance
                                           Company as Investment Manager

                                    By:    /s/ Mary Ann McCarthy
                                           -------------------------------
                                    Name:  Mary Ann McCarthy
                                    Title: Managing Director

                               Signature Page-41

<PAGE>

                                    MERRILL LYNCH GLOBAL INVESTMENT
                                    SERIES: BANK LOAN INCOME PORTFOLIO

                                    By:    Merrill Lynch Investment Managers,
                                           L.P., as Investment Advisor

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-42

<PAGE>

                                    MERRILL LYNCH GLOBAL INVESTMENT
                                    SERIES: INCOME STRATEGIES PORTFOLIO

                                    By:    Merrill Lynch Investment Managers,
                                           L.P., as Investment Advisor

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-43

<PAGE>

                                    LONGHORN CDO (CAYMAN) LTD

                                    By:    Merrill Lynch Investment Managers,
                                           L.P., as Investment Advisor

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-44

<PAGE>

                                    LONGHORN CDO II, LTD.

                                    By:    Merrill Lynch Investment Managers,
                                           L.P., as Investment Advisor

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-45

<PAGE>

                                    DEBT STRATEGIES FUND, INC.

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-46

<PAGE>

                                    SENIOR HIGH INCOME PORTFOLIO, INC.

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-47

<PAGE>

                                    MERRILL LYNCH SENIOR FLOATING RATE FUND,
                                    INC.

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-48

<PAGE>

                                    OCTAGON INVESTMENT PARTNERS II, LLC

                                    By:    Octagon Credit Investors, LLC, as
                                           subinvestment manager

                                    By:    /s/ Michael B. Nechamkin
                                           -------------------------------
                                    Name:  Michael B. Nechamkin
                                    Title: Portfolio Manager

                               Signature Page-49

<PAGE>

                                    OCTAGON INVESTMENT PARTNERS III, LTD.

                                    By:    Octagon Credit Investors, LLC, as
                                           Portfolio Manager

                                    By:    /s/ Michael B. Nechamkin
                                           -------------------------------
                                    Name:  Michael B. Nechamkin
                                    Title: Portfolio Manager

                               Signature Page-50

<PAGE>

                                    OCTAGON INVESTMENT PARTNERS IV, LTD.

                                    By:    Octagon Credit Investors, LLC, as
                                           collateral manager

                                    By:    /s/ Michael B. Nechamkin
                                           -------------------------------
                                    Name:  Michael B. Nechamkin
                                    Title: Portfolio Manager

                               Signature Page-51

<PAGE>

                                    OCTAGON INVESTMENT PARTNERS V, LTD.

                                    By:    Octagon Credit Investors, LLC, as
                                           Portfolio Manager

                                    By:    /s/ Michael B. Nechamkin
                                           -------------------------------
                                    Name:  Michael B. Nechamkin
                                    Title: Portfolio Manager

                               Signature Page-52

<PAGE>

                                    OPPENHEIMER SENIOR FLOATING RATE
                                    FUND

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-53

<PAGE>

                                    HARBOURVIEW CLO IV, LTD.

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-54

<PAGE>

                                    ALLSTATE LIFE INSURANCE COMPANY

                                    By:    /s/ Chris Goergen
                                           -------------------------------
                                    Name:  Chris Goergen
                                    Title: Authorized Signatory

                                    By:    Patricia W. Wilson
                                           -------------------------------
                                           Patricia W. Wilson
                                           Authorized Signatory

                               Signature Page-55

<PAGE>

                                    AIMCO CLO SERIES 2001-A

                                    By:    /s/ Chris Goergen
                                           -------------------------------
                                    Name:  Chris Goergen
                                    Title: Authorized Signatory

                                    By:    Patricia W. Wilson
                                           -------------------------------
                                           Patricia W. Wilson
                                           Authorized Signatory

                               Signature Page-56

<PAGE>

                                    AMMC CDO I, LIMITED

                                    By:    American Money Management Corp., as
                                           Collateral Manager

                                    By:    /s/ David P. Meyer
                                           -------------------------------
                                    Name:  David P. Meyer
                                    Title: Vice President

                               Signature Page-57

<PAGE>

                                    AMMC CDO II, LIMITED

                                    By:    American Money Management Corp., as
                                           Collateral Manager

                                    By:    /s/ David P. Meyer
                                           -------------------------------
                                    Name:  David P. Meyer
                                    Title: Vice President

                               Signature Page-58

<PAGE>

                                    MAGNETITE IV CLO, LTD

                                    By:    _______________________________
                                    Name:  _______________________________
                                    Title: _______________________________

                               Signature Page-59

<PAGE>

                                    GOLDENTREE LOAN OPPORTUNITIES I,
                                    LIMITED

                                    By:    /s/ Frederick S. Haddad
                                           -------------------------------
                                    Name:  Frederick S. Haddad
                                    Title: _______________________________

                               Signature Page-60

<PAGE>

                                    NORSE CBO, LTD.

                                    By:    Regiment Capital Management, LLC, as
                                           its Investment Advisor

                                    By:    Regiment Capital Advisors, LLC, its
                                           Manager and pursuant to delegated
                                           authority

                                    By:    /s/ Timothy S. Peterson
                                           -------------------------------
                                    Name:  Timothy S. Peterson
                                    Title: President

                               Signature Page-61

<PAGE>

                                   Exhibit "A"

             Material Terms of Senior Secured Acquisition Term Loans

Borrowers:                 El Paso Energy Partners, L.P. ("EPN")
                           El Paso Energy Partners Finance Corporation

Facility:                  up to $300,000,000 Senior Secured Acquisition Term
                           Loan

Guarantors:                El Paso Energy Partners Company
                           Each Subsidiary Guarantor

Maturity:                  May 16, 2004

Security:                  Sharing of all existing and future collateral on a
                           pari passu basis with the Obligations, the EPNHC Loan
                           Obligations, the Marco Polo Clawback obligations and
                           the Cameron Highway Clawback obligations

Rate:                      Ba1/BB+           LIBOR+3.50%       ABR + 2.25%
                           Ba2/BB            LIBOR+4.50%       ABR + 3.25%
                           Ba3/BB-           LIBOR+5.00%       ABR + 3.75%

Mandatory Prepayment:      On a post closing basis: 100% of net proceeds of
                           equity offerings by EPN (excluding stock option plans
                           and other standard carve-outs); and
                           100% of net proceeds of debt offerings by EPN
                           (excluding Revolving Credit Loans and other standard
                           carve-outs).

Conditions Precedent:      (a)      The successful closing of an "Equity
                           Investment" in an amount equal to not less than
                           $350,000,000 in proceeds from the issuance and
                           placement of common units of EPN and/or of Series C
                           units to El Paso Corporation ("El Paso") either
                           received by EPN and paid to El Paso or credited by El
                           Paso to EPN as a portion of the consideration of the
                           San Juan Acquisition.

                           (b)      The successful closing and distribution of a
                           public or private offering of Senior Subordinated
                           Notes with net proceeds of not less than
                           $150,000,000, available to EPN as a source of funds
                           in consummating the San Juan Acquisition.

                           (c)      Other conditions precedent customary for
                           financings of this type.

                                   Exhibit "A"