<PAGE>

                                                                  EXHIBIT 10.Q.1

                               FIRST AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

         This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as
of November 21, 2002 (this "First Amendment"), is entered into among EPN HOLDING
COMPANY, L.P., a Delaware limited partnership (the "Borrower"), 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 CHASE BANK, as Administrative Agent, and the several banks and other
financial institutions signatories hereto, and shall amend the Amended and
Restated Credit Agreement, dated as of April 8, 2002, 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, 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 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, El Paso Energy Partners, L.P., a Delaware limited partnership
and the indirect parent of Borrower ("EPN"), 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 EPN, the Borrower desires, among other things,
(i) the ability of EPN to issue additional debt securities representing senior
subordinated debt, (ii) the ability of EPN 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 EPN 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 Leverage Ratio financial condition covenant
under the Credit Agreement, and (v) the ability for the Borrower and its
Subsidiaries to enter into certain hedging arrangements to allow hedges
appropriate to EPN's and its Subsidiaries' current business operations;

         WHEREAS, EPN desires to form a Joint Venture (as defined in the EPN
Credit Agreement) 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 (as
defined in the EPN Credit Agreement);

                                       1

<PAGE>

         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 EPN 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 EPN and one or more
                           Persons that are not Affiliates of EPN to construct,
                           own and operate the Cameron Highway Oil Pipeline.

                                    "Cameron Highway Clawback": the "clawback"
                           and similar obligations incurred by EPN and any of
                           its Restricted Subsidiaries 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 (i) and (ii) above, as
                           amended, restated, renewed, replaced or otherwise
                           modified from time to time.

                                       2

<PAGE>

                                    "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
                           Amended and Restated Credit Agreement dated as of
                           November 21, 2002 among the Borrower, the Lenders
                           parties 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 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 EPN 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 EPN, EPEPFC 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 EPN
                           and its Subsidiaries under the Senior Secured
                           Acquisition Term Loan Documents.

                                    "Senior Secured Acquisition Term Loans": the
                           loans made to EPN and EPEPFC 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.

                                    "Senior Subordinated Note Indentures": means
                           (i) the Indenture dated as of May 27, 1999 among EPN,
                           EPEPFC, 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

                                       3

<PAGE>

                           Indenture dated as of May 17, 2001 among EPN, EPEPFC,
                           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 EPN,
                           EPEPFC or such Subsidiaries of EPN 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 EPN and
                           EPEPFC issued pursuant to a Senior Subordinated Note
                           Indenture.

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

                                    "Agreement": this 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": for each Type of Loan,
                           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"). The Applicable Margin 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 its 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
                           Alternate Base Rate Loans, to Alternate Base Rate
                           Loans outstanding on such delivery date or

                                       4

<PAGE>

                           made on and after such delivery date and (B) in the
                           case of the Eurodollar Loans, to 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 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 5.0 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 (i) 3.50% per annum
                           with respect to any Eurodollar Loan and (ii) 2.25%
                           per annum with respect to Alternate Base Rate Loans.

                                    "EPN Credit Agreement": the Sixth Amended
                           and Restated Credit Agreement, dated as of March 23,
                           1995, as amended and restated through October 10,
                           2002, among EPN, EPEPFC, the EPN Lenders party
                           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, as
                           administrative agent, as amended by the First
                           Amendment to Sixth Amended and Restated Credit
                           Agreement dated as of November 21, 2002, and as such
                           agreement may be further amended, supplemented or
                           otherwise modified from time to time in accordance
                           with Section 8.9.

                                    "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.

                                    "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 EPN
                           Administrative Agent, for the benefit of the EPN
                           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
                           EPN and (ii) subsequent to the closing of the
                           Proposed San Juan Acquisition, the Amended and
                           Restated Intercreditor Agreement dated as

                                       5

<PAGE>

                           of the closing date of the Proposed San Juan
                           Acquisition by and among the Administrative Agent,
                           for the benefit of the Lenders, the EPN
                           Administrative Agent, for the benefit of the EPN
                           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 EPN, 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 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).

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

                  (b)      Amendment to Section 7.13 (Agreements Respecting
         Unrestricted Subsidiaries). Section 7.13(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
                           Subsidiaries of the Borrower that are 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 EPN and
                           its Subsidiaries in connection with its formation and
                           the Cameron Highway Financing and (ii) the Borrower
                           and the Subsidiaries of the Borrower that are
                           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

                                       6

<PAGE>

                           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 EPN, the ratio of (x)
                           the Consolidated Total Indebtedness (as defined in
                           the EPN Credit Agreement) at such date to (y) the
                           Consolidated EBITDA (as defined in the EPN Credit
                           Agreement) 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 8.3 (Limitation on Liens).
         Section 8.3 is hereby amended as follows:

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

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

                                    (h)      the Borrower and its Subsidiaries
                                    that are 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;

                           (iii)    the following subsection (i) is hereby added
                  to Section 8.3 of the Credit Agreement:

                                    (i)      Liens on the Collateral securing
                                    (i) the EPN Loan Obligations, (ii) the
                                    Senior Secured Acquisition Term Loan
                                    Obligations, and (iii) the Guarantee
                                    Obligations permitted by subsections 8.4(e)
                                    and 8.4(f), 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; and

                           (iv)     the following subsection (j) is hereby added
                  to Section 8.3 of the Credit Agreement:

                                    (j)      Liens created pursuant to the Loan
                                    Documents, the EPN Loan Documents and the
                                    Senior Secured Acquisition Term Loan
                                    Documents.

                                       7

<PAGE>

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

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

                                    (e)      Guarantee Obligations 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)     Section 8.4(f) of the Credit Agreement is
                  hereby amended and restated in its entirety as follows:

                                    (f)      Guarantee Obligations of the
                                    Borrower and of its Subsidiaries that are
                                    Subsidiary Guarantors created pursuant to
                                    the Guarantees, in each case with respect to
                                    the EPN Loan Obligations and the Senior
                                    Secured Acquisition Term Loan Obligations;
                                    and

                  (f)      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:

                                    (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 EPN Loan Obligations
                           or the Senior Secured Acquisition Term Loan
                           Obligations), (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 EPN 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 EPN Loan Obligations and the Senior
                           Secured Acquisition Term Loan Obligations, which
                           Indebtedness may be amended, modified or changed only
                           as

                                       8

<PAGE>

                           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 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 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 EPN Loan Obligations or the Senior Secured
                           Acquisition Term Loan Obligations). Notwithstanding
                           any provision contained in this Section 8.9, the
                           Borrower and its Subsidiaries that are 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.

                  (g)      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 Subsidiary of the Borrower that is a
                           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.

                  (h)      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

                                       9

<PAGE>

                           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 EPN and its Subsidiaries as a whole in their
                           normal course of business.

                  (i)      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 EPN 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 Subsidiary of the Borrower that
                           is a 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 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

                  (j)      Amendments to Article XI (Miscellaneous). Article XI
         is hereby amended by adding the following new Section 11.20 to the end
         of such Article:

                           Section 11.20. Certain Permitted Transactions.
                  Notwithstanding any provision in the Loan Documents and
                  without increasing the obligations of the Lenders under
                  Article II of this Agreement or under Articles II and III of
                  the EPN Credit Agreement, EPEPC, EPN and its Subsidiaries
                  shall have the right to consummate the following transactions:

                           (a)      Petal Gas Storage Facilities. A sale
                           leaseback arrangement with respect to the Petal Gas
                           Storage Facilities and intended improvements to be
                           made thereto in connection with the Firm Storage
                           Services Agreement

                                       10

<PAGE>

                           dated as of December 22, 2000 by and between Petal
                           Gas Storage and Southern Company Services, Inc.,
                           provided that the obligations under such arrangement
                           or guarantee shall not exceed $140,000,000.

                           (b)      El Paso Energy Management Offering. The
                           transactions and matters described in the El Paso
                           Energy Management Registration Statements (as such
                           term is defined in the EPN Credit Agreement, and
                           collectively, such transactions and matters
                           hereinafter called the "i-share Transactions"),
                           including: (i) the offering and sale to the public
                           and El Paso of shares representing limited liability
                           company interests; (ii) the offering and sale by EPN
                           to El Paso Energy Management, L.L.C. ("El Paso Energy
                           Management") of limited partnership units designated
                           as "i-units"; (iii) the delegation by EPEPC, in its
                           capacity as the general partner of EPN, of its
                           authority (subject to certain approval rights) to
                           direct the management of EPN; (iv) the payment by El
                           Paso Energy Management of $0.5 million to El Paso for
                           certain tax indemnity obligations assumed by El Paso
                           in connection with the i-share Transactions; (v) the
                           splitting, from time to time, of the outstanding
                           i-units contemporaneously with the payment of cash
                           distributions to the holders of Common Units of EPN;
                           (vi) the distribution of additional shares to the
                           holders of El Paso Energy Management shares in
                           connection with the unit splits described in (b)(v)
                           above; (vii) the amendment of the G&A Agreement (as
                           defined in the EPN Credit Agreement) to, among other
                           things, add El Paso Energy Management as a party and
                           beneficiary; and (viii) the offering and sale, from
                           time to time, of additional i-units by EPN and of
                           additional shares by El Paso Energy Management as
                           described in the El Paso Energy Management
                           Registration Statements.

                           (c)      Cameron Highway Transactions.

                                    (i)      the contribution by EPN and its
                                    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 EPN and its
                                    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 EPN 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 EPN 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

                                       11

<PAGE>

                                    (iv)     the sale or otherwise disposition
                                    of any equity interest in Cameron Highway,
                                    provided that following any such sale or
                                    other disposition, EPN 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
                           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 EPN 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.

                  (k)      Amendments to Sections 5.5, 5.6, 5.7, 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, 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 Subsidiary of the Borrower that is a Restricted Subsidiary" in
         each instance that the phrase "owned by a Subsidiary of the Borrower
         that is 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 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 or EPN, as the case may be, on or before the First
Amendment Effective Date in connection with this First Amendment.

         3.       Consent to Amendments to EPN 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 EPN Credit Agreement effected by the First Amendment to Sixth
Amended and Restated Credit Agreement dated as of even date herewith by and
among EPN, EPEPFC, the EPN Lenders party thereto and the EPN 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

                                       12

<PAGE>

         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.

                  (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.]

                                       13

<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.

         THE BORROWER:

                              EPN HOLDING COMPANY, L.P.

                              By: EPN GP Holding, L.L.C.,
                              its General Partner

                              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>

                              BANK ONE, NA (Main Office Chicago)

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

                                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>

                              ARAB BANKING CORPORATION (B.S.C.)

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: ___________________________________________

                                SIGNATURE PAGE-7

<PAGE>

                              BANK OF AMERICA, N.A.

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

                                SIGNATURE PAGE-8

<PAGE>

                              BANK OF SCOTLAND

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

                                SIGNATURE PAGE-9

<PAGE>

                              BAYERISCHE HYPO-UND VEREINSBANK AG
                              (New York Branch)

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

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

                                SIGNATURE PAGE-10

<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-11

<PAGE>

                              CIBC INC.

                              By:    /s/ George Knight
                                     -------------------------------------------
                              Name:  George Knight
                              Title: Managing Director
                                     CIBC World Markets Corp. As Agent

                                SIGNATURE PAGE-12

<PAGE>

                              CITICORP NORTH AMERICA, INC.

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: ___________________________________________

                                SIGNATURE PAGE-13

<PAGE>

                              CREDIT SUISSE FIRST BOSTON CAYMAN
                              ISLANDS BRANCH

                              By:    /s/ James P. Moran   /s/ Peter A. Ryan
                                     -------------------------------------------
                              Name:  James P. Moran       Peter A. Ryan
                              Title: Director             Vice President

                                SIGNATURE PAGE-14

<PAGE>

                              ROYAL BANK OF CANADA

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

                                SIGNATURE PAGE-15

<PAGE>

                              SOUTHWEST BANK OF TEXAS, N.A.

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

                                SIGNATURE PAGE-16

<PAGE>

                              SUNTRUST BANK

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

                                SIGNATURE PAGE-17

<PAGE>

                              THE BANK OF NOVA SCOTIA

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

                                SIGNATURE PAGE-18

<PAGE>

                              THE ROYAL BANK OF SCOTLAND plc

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: ___________________________________________

                                SIGNATURE PAGE-19

<PAGE>

                              APEX (IDM) CDO I, LTD.

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

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: ___________________________________________

                                SIGNATURE PAGE-20

<PAGE>

                              ATRIUM CDO

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

                                SIGNATURE PAGE-21

<PAGE>

                              CSAM FUNDING I

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

                                SIGNATURE PAGE-22

<PAGE>

                              CSAM FUNDING II

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

                                SIGNATURE PAGE-23

<PAGE>

                              ELC (CAYMAN) LTD. 2000-I

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

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: ___________________________________________

                                SIGNATURE PAGE-24

<PAGE>

                              TRYON CLO LTD. 2000-I

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

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: ___________________________________________

                                SIGNATURE PAGE-25

<PAGE>

                              FIRST DOMINION FUNDING I

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: Authorized Signatory

                                SIGNATURE PAGE-26

<PAGE>

                              FIRST DOMINION FUNDING II

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: Authorized Signatory

                                SIGNATURE PAGE-27

<PAGE>

                              FIRST DOMINION FUNDING III

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: Authorized Signatory

                                SIGNATURE PAGE-28

<PAGE>

                              LONGHORN CDO (CAYMAN) LTD

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

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: ___________________________________________

                                SIGNATURE PAGE-29

<PAGE>

                              LONGHORN CDO II LTD.

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

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: ___________________________________________

                                SIGNATURE PAGE-30

<PAGE>

                              LONG LANE MASTER TRUST IV

                              By:    Fleet National Bank, as Trust Administrator

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: ___________________________________________

                                SIGNATURE PAGE-31

<PAGE>

                              MERRILL LYNCH SENIOR FLOATING RATE
                              FUND, INC.

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: ___________________________________________

                                SIGNATURE PAGE-32

<PAGE>

                              SANKATY HIGH YIELD PARTNERS III, LP

                              By:    /s/ Diane J. Exter
                                     -------------------------------------------
                              Name:  Diane J. Exter
                              Title: Managing Director
                                     Portfolio Manager

                                SIGNATURE PAGE-33

<PAGE>

                              Sankaty Advisors, LLC as Collateral Manager for
                              CASTLE HILL II - INGOTS, LTD., as Term Lender

                              By:    /s/ Diane J. Exter
                                     -------------------------------------------
                              Name:  Diane J. Exter
                              Title: Managing Director
                                     Portfolio Manager

                                SIGNATURE PAGE-33

<PAGE>

                              Sankaty Advisors,  LLC as Collateral Manager for
                              CASTLE HILL I - INGOTS, LTD., as Term Lender

                              By:    /s/ Diane J. Exter
                                     -------------------------------------------
                              Name:  Diane J. Exter
                              Title: Managing Director
                                     Portfolio Manager

                                SIGNATURE PAGE-34

<PAGE>

                              TORONTO DOMINION (NEW YORK) INC.

                              By:    ___________________________________________
                              Name:  ___________________________________________
                              Title: ___________________________________________

                                SIGNATURE PAGE-34

<PAGE>

                                   Exhibit "A"

             Material Terms of Senior Secured Acquisition Term Loans

<TABLE>
<S>                        <C>
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 EPN 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 EPN 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.
</TABLE>

                                   Exhibit "A"