EL PASO CORP/DE
1ST AMEND.TO 2ND AMENDED AGMT OF LIMITED PARTNER.
<DOCUMENT>
<TYPE>EX-10.CC.1
<SEQUENCE>14
<FILENAME>h01594exv10wccw1.txt
<DESCRIPTION>1ST AMEND.TO 2ND AMENDED AGMT OF LIMITED PARTNER.
<TEXT>
<PAGE>
                                                                EXHIBIT 10.CC.1


                                 FIRST AMENDMENT
                                     TO THE
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                          EL PASO ENERGY PARTNERS, L.P.

         This First Amendment (this "AMENDMENT") dated November 27, 2002 (the
"AMENDMENT DATE"), to the Second Amended and Restated Agreement of Limited
Partnership of El Paso Energy Partners, L.P. dated August 31, 2000 (the
"PARTNERSHIP AGREEMENT"), is entered into by and among El Paso Energy Partners
Company, a Delaware corporation, as the General Partner, and the Limited
Partners.

                                  INTRODUCTION

         A. The Partnership desires to issue the Series C Units (as defined in
this Amendment) with the rights, preferences, obligations and attributes set
forth herein; and

         B. In connection with such issuance, it is necessary and appropriate to
amend the Partnership Agreement.

                                    AGREEMENT

         In consideration of the covenants, conditions and agreements contained
herein, pursuant to Section 15.1 of the Partnership Agreement, the Partnership
Agreement is hereby amended as set forth herein.

1. UNDEFINED TERMS. Undefined terms used herein are defined in the Partnership
Agreement.

2. AMENDMENTS.

                  A. Section 1.7 is hereby deleted in its entirety and replaced
with the following:

                  "Series A Common Unit Terminology. For the avoidance of
         confusion, the Units referred to herein as "Series A Common Units" are
         the Units referred to in the February 1993 Partnership Agreement as
         "Common Units." The Units referred to herein as "Series A Common Units"
         shall be referred to publicly, and shall be reflected on the relevant
         Unit certificate, as "Common Units" until such time (which time may or
         may not occur) as the Partnership authorizes and issues a second class
         or series of Common Units. As used herein, except where the context
         would otherwise require (including where the rights and preferences of
         the holders of Series C Units are different, as described in Section
         4.4(g)), references to "Series A Common Units" shall be deemed to
         include the Series C Units as defined in Section 4.4(g)."


<PAGE>

         B. The following provisions are hereby added to the Partnership
Agreement as Section 4.4(g) thereof:

                  "(g) Series C Units. A new series of Units, designated "Series
         C Units," has been established by the Partnership with the following
         characteristics:

                           (i) Voting. Except to the extent expressly provided
                  in this Agreement (including Section 15.3(c)) or as expressly
                  required by the Delaware Act, Limited Partners holding Series
                  C Units do not have the right to vote in respect of such
                  Units, either with other holders of Units or as a class or
                  series, with respect to any matter.

                           (ii) Allocations and Distributions. The Series C
                  Units will receive allocations of income, gains, losses and
                  deductions, and distributions of cash (including liquidating
                  distributions), pari passu with the Series A Common Units
                  (except for and after giving effect to the special allocations
                  set forth in Sections 5.1(d) and 5.1(e)), except as follows:

                                    (A) After April 30, 2003, holder(s) of a
                           majority of the then-Outstanding Series C Units will
                           have the right to demand (a "Conversion Demand") that
                           the General Partner submit to a vote of the holders
                           of Outstanding Series A Common Units the conversion
                           (the "Conversion") of each Series C Unit into one
                           Series A Common Unit, which must be approved by the
                           minimum number of Series A Common Units as is
                           required by the New York Stock Exchange at the time
                           of the vote ("Conversion Approval"). If Conversion
                           Approval has occurred, the General Partner shall
                           effect the Conversion as promptly as practicable
                           thereafter.

                                    (B) If the Conversion Approval has not
                           occurred within 120 days after the Conversion Demand
                           is delivered to the General Partner (for any reason,
                           including failure to schedule or conduct the vote of
                           the holders of Series A Common Units, failure to
                           obtain the requisite Conversion Approval from the
                           holders of Series A Common Units or otherwise), then,
                           for each subsequent distribution of Available Cash to
                           the Limited Partners holding Series A Common Units
                           and the Limited Partners holding Series C Units, the
                           distributed amount shall be allocated among such
                           Limited Partners as follows:

                                            (1) until and through April 29,
                                    2004, allocated between the Series C Units
                                    and Series A Common Units such that the
                                    Limited Partners holding Series C Units
                                    receive a distribution in respect of each
                                    Series C Unit that is 105% of the
                                    distribution received by the Limited
                                    Partners holding Series A Common Units in
                                    respect of each Series A Common Unit;



                                       2
<PAGE>

                                            (2) from April 30, 2004 until and
                                    through April 29, 2005, allocated between
                                    the Series C Units and Series A Common Units
                                    such that the Limited Partners holding
                                    Series C Units receive a distribution in
                                    respect of each Series C Unit that is 110%
                                    of the distribution received by the Limited
                                    Partners holding Series A Common Units in
                                    respect of each Series A Common Unit; and

                                            (3) from April 30, 2005, allocated
                                    between the Series C Units and Series A
                                    Common Units such that the Limited Partners
                                    holding Series C Units receive a
                                    distribution in respect of each Series C
                                    Unit that is 115% of the distribution
                                    received by the Limited Partners holding
                                    Series A Common Units in respect of each
                                    Series A Common Unit.

                                    (C) Any adjustment to the allocation of
                  distributed amounts pursuant to Section 4.4(g)(ii)(B) shall be
                  matched by corresponding adjustments to the allocation of
                  income, gains, losses and deductions among the Limited
                  Partners holding Series A Common Units and the Limited
                  Partners holding Series C Units.

                           (iii) Except to the extent set forth to the contrary
                  in this Section 4.4(g), the holders of the Series C Units
                  shall have the same rights and preferences as the holders of
                  the Series A Common Units."

         C. Section 5.1(d)(i)(b) is hereby deleted in its entirety and replaced
with the following:

                  "(B) All or a portion of the remaining items of Partnership
         gross income or gain for the taxable period if any, shall be allocated
         100% to the General Partner (or its assignee) until the aggregate
         amount of such items allocated to the General Partner (or its assignee)
         under this paragraph (d)(i)(B) for the current taxable period and all
         previous taxable periods is equal to the cumulative amount of all
         Incentive Distributions declared before the end of the current taxable
         period and made to the General Partner (or its assignee) from the
         Closing Date to a date 45 days after the end of the current taxable
         period."

3. MISCELLANEOUS.

         A. PRONOUNS AND PLURALS. Whenever the context may required, any pronoun
used in this Amendment shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice-versa.

         B. FURTHER ACTION. The parties hereto shall execute and deliver all
documents, provide all information and take or refrain from taking action as may
be necessary or appropriate to achieve the purposes of this Amendment.



                                       3
<PAGE>

         C. BINDING EFFECT. 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.

         D. INTEGRATION. This Amendment constitutes the entire agreement among
the parties hereto pertaining to the subject matter hereof and supersedes all
prior agreements and understandings pertaining thereto.

         E. CREDITORS. None of the provisions of this Amendment shall be for the
benefit or, or shall be enforceable by, any creditor of the Partnership.

         F. WAIVER. No failure by any party to insist upon the strict
performance of any covenant duty, agreement or condition of this Amendment or to
exercise any right or remedy consequent upon a breach thereof shall constitute a
waiver of any such breach or any other covenant duty, agreement or condition.

         G. COUNTERPARTS. This Amendment may be executed in counterparts, all of
which together shall constitute an agreement binding on all of the parties
hereto, notwithstanding that all such parties are not signatories to the
original or the same counterpart. Each party shall become bound by this
Amendment immediately upon affixing its signature hereto, or, in the case of a
Person acquiring a Unit, upon executing and delivering a Transfer Application as
described in the Partnership Agreement, independently of the signature of any
other party.

         H. APPLICABLE LAW. This Amendment shall be construed in accordance with
and governed by the laws of the State of Delaware, without regard to the
principles of conflicts of law.

         I. INVALIDITY OF PROVISIONS. If any provision of this Amendment is or
becomes invalid, illegal or unenforceable in any respect the validity, legality
and enforceability of the remaining provisions contained herein shall not be
affected thereby.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       4
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Amendment Date.

                               GENERAL PARTNER

                               EL PASO ENERGY PARTNERS COMPANY


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

                               LIMITED PARTNERS

                               All Limited Partners now and hereafter admitted
                               as limited partners of the Partnership, pursuant
                               to Powers of Attorney now and hereafter executed
                               in favor of, and granted and delivered to, the
                               General Partner.

                               By:  El Paso Energy Partners Company, General
                                    Partner, as attorney-in-fact for all Limited
                                    Partners pursuant to Powers of Attorney
                                    granted pursuant to Section 1.4.

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



                [First Amendment to Second Amended and Restated
                     Partnership Agreement Signature Page]





</TEXT>
</DOCUMENT>
