FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENRON TRANSPORTATION SERVICES, L.P. THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENRON TRANSPORTATION SERVICES, L.P. (this "Amendment"),...

                               FIRST AMENDMENT TO
                              AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                       ENRON TRANSPORTATION SERVICES, L.P.


     THIS  FIRST  AMENDMENT  TO  AMENDED  AND  RESTATED   AGREEMENT  OF  LIMITED
PARTNERSHIP OF ENRON  TRANSPORTATION  SERVICES,  L.P. (this "Amendment"),  dated
effective  as  of  February  14,  1997,  is  executed  by  Kinder  Xxxxxx  X.X.,
Inc.(formerly Enron Liquids Pipeline Company),  a Delaware  corporation,  in its
capacity  as the  General  Partner  (the  "General  Partner")  of Enron  Liquids
Pipeline  Operating  Limited  Partnership,  a Delaware limited  partnership (the
"Partnership"), and Xxxxxx Xxxxxx Energy Partners, L.P. (formerly known as Enron
Liquids  Pipeline,  L.P.),  in its capacity as the sole  limited  partner of the
Partnership (the "Limited Partner").

     The  General  Partner and the Limited  Partner  hereby  desire to cause the
Partnership Agreement to be amended as set forth herein.

                                    AGREEMENT

     NOW THEREFORE, it is agreed as follows:

     1.  Article  One,  Section 1.2 of the  Partnership  Agreement  as presently
constituted is hereby altered by deleting the first sentence of that section and
hereby adding the following sentence it its place:

         The name of the Partnership shall be and the
business of the Partnership shall be conducted under the
name of "Xxxxxx Xxxxxx Operating L.P. 'B'."

         All references to "Enron Transportation Services,
L.P." throughout the Partnership Agreement are hereby
replaced with "Xxxxxx Xxxxxx Operating L.P. 'B'"

     2. Article Two of the  Partnership  Agreement as presently  constituted  is
hereby altered by deleting the term "ELPC" and the  corresponding  definition in
their entirety, and the following is hereby added to Article Two (in appropriate
alphabetical order):

         "KMGP" means Kinder Xxxxxx X.X., Inc., a Delaware
corporation."

         All  references  to "ELPC"  throughout  the  Partnership  Agreement are
hereby replaced with "KMGP".

     3.  (a) Except as amended hereby, the terms and
provisions of the Partnership Agreement shall remain in
full force and effect.

         (b)  This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their
heirs, executors,






administrators, successors, legal representatives and
permitted assigns.

     IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Amendment
effective as of the date first written above.


                      GENERAL PARTNER:

                           KINDER XXXXXX X.X., INC.



                           By:  /s/ Xxxxxx X. Xxxx
                                Xxxxxx X. Xxxx
                                President


                      LIMITED PARTNER:

                           XXXXXX XXXXXX ENERGY PARTNERS, L.P.


                           By:  Kinder Xxxxxx X.X., Inc.,
                                General Partner



                               By: /s/ Xxxxxx X. Xxxx
                                    Xxxxxx X. Xxxx
                                    President


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