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                                                                     EXHIBIT 4.J


                                  A/B EXCHANGE
                          REGISTRATION RIGHTS AGREEMENT



                           Dated as of March 24, 2003

                                  by and among



                          El Paso Energy Partners, L.P.

                   El Paso Energy Partners Finance Corporation

                 The Subsidiary Guarantors listed on Schedule A



                                       and



                           J.P. Morgan Securities Inc.

                              Goldman, Sachs & Co.

                                 UBS Warburg LLC

                            Wachovia Securities, Inc.

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     This Registration Rights Agreement (this "Agreement") is made and entered
into as of March 24, 2003 by and among El Paso Energy Partners, L.P., a Delaware
limited partnership (the "Partnership"), El Paso Energy Partners Finance
Corporation, a Delaware corporation ("El Paso Finance" and, together with the
Partnership, the "Issuers"), each of the entities listed on Schedule A attached
hereto (each, a "Subsidiary Guarantor" and collectively, the "Subsidiary
Guarantors"), J.P. Morgan Securities Inc., Goldman, Sachs & Co., UBS Warburg LLC
and Wachovia Securities, Inc. (each an "Initial Purchaser" and, collectively,
the "Initial Purchasers"), each of whom has agreed to purchase the Issuers' 8
1/2% Series A Senior Subordinated Notes due 2010 (such notes being purchased on
the date hereof being referred to as the "Series A Notes") pursuant to the
Purchase Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated March 19,
2003 (the "Purchase Agreement"), by and among the Issuers, the Subsidiary
Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers
to purchase the Series A Notes, the Issuers have agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchasers set
forth in Section 2 of the Purchase Agreement. Capitalized terms used herein and
not otherwise defined shall have the meaning assigned to them in the Indenture,
dated March 24, 2003, (the "Indenture"), among the Issuers, the Subsidiary
Guarantors and JPMorgan Chase Bank, as trustee (the "Trustee"), relating to the
Series A Notes and the Series B Notes.

     The parties hereby agree as follows:

     Section 1. Definitions. As used in this Agreement, the following
capitalized terms shall have the following meanings:

     Act: The Securities Act of 1933, as amended.

     Affiliate: As defined in Rule 144 of the Act.

     Broker-Dealer: Any broker or dealer registered under the Exchange Act.

     Certificated Securities: Definitive Notes, as defined in the Indenture.

     Closing Date: The date hereof.

     Commission: The Securities and Exchange Commission.

     Consummate: An Exchange Offer shall be deemed "Consummated" for purposes of
this Agreement upon the occurrence of (a) the filing and effectiveness under the
Act of the Exchange Offer Registration Statement relating to the Series B Notes
to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer
Registration Statement continuously effective and the keeping of the Exchange
Offer open for a period not less than the period required pursuant to Section
3(b) hereof and (c) the delivery by the Issuers to the Registrar under the
Indenture of Series B Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Notes tendered by Holders thereof
pursuant to the Exchange Offer.

     Consummation Deadline: As defined in Section 3(b) hereof.



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     Effectiveness Deadline: As defined in Sections 3(a) and 4(a) hereof.

     Exchange Act: The Securities Exchange Act of 1934, as amended.

     Exchange Offer: The exchange and issuance by the Issuers of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A Notes that are tendered by such Holders in connection with such
exchange and issuance.

     Exchange Offer Registration Statement: The Registration Statement relating
to the Exchange Offer, including the related Prospectus.

     Exempt Resales: The transactions in which the Initial Purchasers propose to
sell the Series A Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act and pursuant to Regulation S under
the Act.

     Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.

     Holders: As defined in Section 2 hereof.

     Partnership Agreement: The Second Amended and Restated Agreement of Limited
Partnership of El Paso Energy Partners, L.P., dated as of February 13, 1993,
amended and restated effective as of August 31, 2000, as such may be amended,
modified or supplemented from time to time.

     Prospectus: The prospectus included in a Registration Statement at the time
such Registration Statement is declared effective, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
Prospectus.

     Recommencement Date: As defined in Section 6(d) hereof.

     Registration Default: As defined in Section 5 hereof.

     Registration Statement: Any registration statement of the Issuers and the
Subsidiary Guarantors relating to (a) an offering of Series B Notes pursuant to
an Exchange Offer or (b) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, in each case, (i) that
is filed pursuant to the provisions of this Agreement and (ii) including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

     Regulation S: Regulation S promulgated under the Act.

     Rule 144: Rule 144 promulgated under the Act.

     Series B Notes: The Issuers' 8 1/2% Series B Senior Subordinated Notes due
2010 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii)
as contemplated by Section 4 hereof.


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     Shelf Registration Statement: As defined in Section 4 hereof.

     Suspension Notice: As defined in Section 6(d) hereof.

     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in
effect on the date of the Indenture.

     Transfer Restricted Securities: Each Series A Note, until the earliest to
occur of (a) the date on which such Series A Note is exchanged in the Exchange
Offer for a Series B Note which is entitled to be resold to the public by the
Holder thereof without complying with the prospectus delivery requirements of
the Act, (b) the date on which such Series A Note has been disposed of in
accordance with a Shelf Registration Statement (and the purchasers thereof have
been issued Series B Notes), or (c) the date on which such Series A Note is
distributed to the public pursuant to Rule 144 under the Act (and purchasers
thereof have been issued Series B Notes) and each Series B Note issued to a
Broker-Dealer in the Exchange Offer until the date on which such Series B Note
is disposed of by such Broker-Dealer pursuant to the "Plan of Distribution"
contemplated by the Exchange Offer Registration Statement (including the
delivery of the Prospectus contained therein).

     Section 2. Holders. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a "Holder") whenever such Person owns Transfer
Restricted Securities.

     Section 3. Registered Exchange Offer.

          (a) Unless the Exchange Offer shall not be permitted by applicable
     federal law (after the procedures set forth in Section 6(a)(i) below have
     been complied with), the Issuers and the Subsidiary Guarantors shall (i)
     cause the Exchange Offer Registration Statement to be filed with the
     Commission as soon as practicable after the Closing Date, but in no event
     later than 95 days after the Closing Date (such 95th day being the "Filing
     Deadline"), (ii) use its best efforts to cause such Exchange Offer
     Registration Statement to become effective at the earliest possible time,
     but in no event later than 150 days after the Closing Date (such 150th day
     being the "Effectiveness Deadline"), (iii) in connection with the
     foregoing, (A) file all pre-effective amendments to such Exchange Offer
     Registration Statement as may be necessary in order to cause it to become
     effective, (B) file, if applicable, a post-effective amendment to such
     Exchange Offer Registration Statement pursuant to Rule 430A under the Act
     and (C) cause all necessary filings, if any, in connection with the
     registration and qualification of the Series B Notes to be made under the
     Blue Sky laws of such jurisdictions as are necessary to permit Consummation
     of the Exchange Offer, and (iv) upon the effectiveness of such Exchange
     Offer Registration Statement, commence and Consummate the Exchange Offer.
     The Exchange Offer shall be on the appropriate form permitting (i)
     registration of the Series B Notes to be offered in exchange for the Series
     A Notes that are Transfer Restricted Securities and (ii) resales of Series
     B Notes by Broker-Dealers that tendered into the Exchange Offer Series A
     Notes that such Broker-Dealer acquired for its own account as a result of
     market making activities or other trading activities (other than Series A
     Notes acquired directly from the Issuers or any of their Affiliates) as
     contemplated by Section 3(c) below.


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          (b) The Issuers and the Subsidiary Guarantors shall use their
     respective best efforts to cause the Exchange Offer Registration Statement
     to be effective continuously, and shall keep the Exchange Offer open for a
     period of not less than the minimum period required under applicable
     federal and state securities laws to Consummate the Exchange Offer;
     provided, however, that in no event shall such period be less than 20
     Business Days. The Issuers and the Subsidiary Guarantors shall cause the
     Exchange Offer to comply with all applicable federal and state securities
     laws. No securities other than the Series B Notes shall be included in the
     Exchange Offer Registration Statement. The Issuers and the Subsidiary
     Guarantors shall use their respective best efforts to cause the Exchange
     Offer to be Consummated on the earliest practicable date after the Exchange
     Offer Registration Statement has become effective, but in no event later
     than 180 days after the Closing Date (such 180th day being the
     "Consummation Deadline").

          (c) The Issuers shall include a "Plan of Distribution" section in the
     Prospectus contained in the Exchange Offer Registration Statement and
     indicate therein that any Broker-Dealer who holds Transfer Restricted
     Securities that were acquired for the account of such Broker-Dealer as a
     result of market-making activities or other trading activities (other than
     Series A Notes acquired directly from the Issuers or any Affiliate of the
     Issuers) may exchange such Transfer Restricted Securities pursuant to the
     Exchange Offer. Such "Plan of Distribution" section shall also contain all
     other information with respect to such sales by such Broker-Dealers that
     the Commission may require in order to permit such sales pursuant thereto,
     but such "Plan of Distribution" shall not name any such Broker-Dealer or
     disclose the amount of Transfer Restricted Securities held by any such
     Broker-Dealer, except to the extent required by the Commission as a result
     of a change in policy, rules or regulations after the date of this
     Agreement.

     Because such Broker-Dealer may be deemed to be an "underwriter" within the
     meaning of the Act and must, therefore, deliver a prospectus meeting the
     requirements of the Act in connection with its initial sale of any Series B
     Notes received by such Broker-Dealer in the Exchange Offer, the Issuers and
     Subsidiary Guarantors shall permit the use of the Prospectus contained in
     the Exchange Offer Registration Statement by such Broker-Dealer to satisfy
     such prospectus delivery requirement. To the extent necessary to ensure
     that the prospectus contained in the Exchange Offer Registration Statement
     is available for sales of Series B Notes by such Broker-Dealers, the
     Issuers and the Subsidiary Guarantors agree to use their respective best
     efforts to keep the Exchange Offer Registration Statement continuously
     effective, supplemented, amended and current as required by and subject to
     the provisions of Sections 6(a) and (c) hereof and in conformity with the
     requirements of this Agreement, the Act and the policies, rules and
     regulations of the Commission as announced from time to time, for a period
     of one year from the Consummation Deadline or such shorter period as will
     terminate when all Transfer Restricted Securities covered by such
     Registration Statement have been sold pursuant thereto. The Issuers and the
     Subsidiary Guarantors shall provide sufficient copies of the latest version
     of such Prospectus to such Broker-Dealers, promptly upon request, and in no
     event later than one day after such request, at any time during such
     period.


                                       4



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     Section 4. Shelf Registration.

          (a) Shelf Registration. If (i) the Exchange Offer is not permitted by
     applicable law (after the Issuers and the Subsidiary Guarantors have
     complied with the procedures set forth in Section 6(a)(i) below) or (ii) if
     any Holder of Transfer Restricted Securities shall notify the Issuers
     within 20 Business Days following the Consummation Deadline that (A) such
     Holder was prohibited by law or Commission policy from participating in the
     Exchange Offer or (B) such Holder may not resell the Series B Notes
     acquired by it in the Exchange Offer to the public without delivering a
     prospectus and the Prospectus contained in the Exchange Offer Registration
     Statement is not appropriate or available for such resales by such Holder
     or (C) such Holder is a Broker-Dealer and holds Series A Notes acquired
     directly from the Issuers or any of their Affiliates, then the Issuers and
     the Subsidiary Guarantors shall:

               (x) cause to be filed, on or prior to 30 days after the earlier
          of (i) the date on which the Issuers determine that the Exchange Offer
          Registration Statement cannot be filed as a result of clause (a)(i)
          above and (ii) the date on which the Issuers receive the notice
          specified in clause (a)(ii) above, (such earlier date, the "Filing
          Deadline"), a shelf registration statement pursuant to Rule 415 under
          the Act (which may be an amendment to the Exchange Offer Registration
          Statement (the "Shelf Registration Statement")), relating to all
          Transfer Restricted Securities, and

               (y) shall use their respective best efforts to cause such Shelf
          Registration Statement to become effective on or prior to 60 days
          after the Filing Deadline for the Shelf Registration Statement (such
          60th day the "Effectiveness Deadline").

     If, after the Issuers and the Subsidiary Guarantors have filed an Exchange
     Offer Registration Statement that satisfies the requirements of Section
     3(a) above, the Issuers are required to file and make effective a Shelf
     Registration Statement solely because the Exchange Offer is not permitted
     under applicable federal law (i.e., clause (a)(i) above), then the filing
     of the Exchange Offer Registration Statement shall be deemed to satisfy the
     requirements of clause (x) above; provided that, in such event, the Issuers
     and the Subsidiary Guarantors shall remain obligated to meet the
     Effectiveness Deadline set forth in clause (y).

     To the extent necessary to ensure that the Shelf Registration Statement is
     available for sales of Transfer Restricted Securities by the Holders
     thereof entitled to the benefit of this Section 4(a) and the other
     securities required to be registered therein pursuant to Section 6(b)(ii)
     hereof, the Issuers and the Subsidiary Guarantors shall use their
     respective best efforts to keep any Shelf Registration Statement required
     by this Section 4(a) continuously effective, supplemented, amended and
     current as required by and subject to the provisions of Sections 6(b) and
     (c) hereof and in conformity with the requirements of this Agreement, the
     Act and the policies, rules and regulations of the Commission as announced
     from time to time, for a period of at least two years (as extended pursuant
     to Section 6(d))


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     following the Closing Date, or such shorter period as will terminate when
     all Transfer Restricted Securities covered by such Shelf Registration
     Statement have been sold pursuant thereto.

          (b) Provision by Holders of Certain Information in Connection with the
     Shelf Registration Statement. No Holder of Transfer Restricted Securities
     may include any of its Transfer Restricted Securities in any Shelf
     Registration Statement pursuant to this Agreement unless and until such
     Holder furnishes to the Issuers in writing, within 20 days after receipt of
     a request therefor, the information specified in Item 507 or 508 of
     Regulation S-K, as applicable, of the Act for use in connection with any
     Shelf Registration Statement or Prospectus (or preliminary Prospectus)
     included therein. No Holder of Transfer Restricted Securities shall be
     entitled to liquidated damages pursuant to Section 5 hereof unless and
     until such Holder shall have provided all such information. Each selling
     Holder agrees to promptly furnish additional information required to be
     disclosed in order to make the information previously furnished to the
     Issuers by such Holder not materially misleading.

     Section 5. Liquidated Damages. If (i) any Registration Statement required
by this Agreement is not filed with the Commission on or prior to the applicable
Filing Deadline, (ii) any such Registration Statement has not been declared
effective by the Commission on or prior to the applicable Effectiveness
Deadline, (iii) the Exchange Offer has not been Consummated on or prior to the
Consummation Deadline or (iv) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose without being succeeded
within 2 days by a post-effective amendment to such Registration Statement that
cures such failure and that is itself declared effective within 2 days of filing
such post-effective amendment to such Registration Statement (each such event
referred to in clauses (i) through (iv), a "Registration Default"), then the
Issuers and the Subsidiary Guarantors hereby jointly and severally agree to pay
to each Holder of Transfer Restricted Securities affected thereby liquidated
damages in an amount equal to $.05 per week per $1,000 in principal amount of
Transfer Restricted Securities held by such Holder for each week or portion
thereof that the Registration Default continues for the first 90-day period
immediately following the occurrence of such Registration Default. The amount of
the liquidated damages shall increase by an additional $.05 per week per $1,000
in principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of liquidated damages of $.50 per week per $1,000 in principal
amount of Transfer Restricted Securities; provided that the Issuers and the
Subsidiary Guarantors shall in no event be required to pay liquidated damages
for more than one Registration Default at any given time. Notwithstanding
anything to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made usable
in the case of (iv) above, the accrual of liquidated damages payable with
respect to the


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Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.

     All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner providing for the payment of interest in the Indenture,
on each Interest Payment Date, as more fully set forth in the Indenture and the
Notes; provided however, that any accrued liquidated damages that are unpaid at
the time any Notes cease to be Transfer Restricted Securities upon consummation
of the Exchange Offer shall be paid on or promptly after the date of such
consummation to the Holders of record of such Transfer Restricted Securities on
such date. Notwithstanding the fact that any securities for which liquidated
damages are due cease to be Transfer Restricted Securities, all obligations of
the Issuers and the Subsidiary Guarantors to pay liquidated damages with respect
to securities shall survive until such time as such obligations with respect to
such securities shall have been satisfied in full.

     Section 6. Registration Procedures.

          (a) Exchange Offer Registration Statement. In connection with the
     Exchange Offer, the Issuers and the Subsidiary Guarantors shall (x) comply
     with all applicable provisions of Section 6(c) below, (y) use their
     respective best efforts to effect such exchange and to permit the resale of
     Series B Notes by Broker-Dealers that tendered in the Exchange Offer Series
     A Notes that such Broker-Dealer acquired for its own account as a result of
     its market making activities or other trading activities (other than Series
     A Notes acquired directly from the Issuers or any of their Affiliates)
     being sold in accordance with the intended method or methods of
     distribution thereof, and (z) comply with all of the following provisions:

               (i) If, following the date hereof there has been announced a
          change in Commission policy with respect to exchange offers such as
          the Exchange Offer, that in the reasonable opinion of counsel to the
          Issuers raises a substantial question as to whether the Exchange Offer
          is permitted by applicable federal law, the Issuers and the Subsidiary
          Guarantors hereby agree to seek a no-action letter or other favorable
          decision from the Commission allowing the Issuers and the Subsidiary
          Guarantors to Consummate an Exchange Offer for such Transfer
          Restricted Securities. The Issuers and the Subsidiary Guarantors
          hereby agree to pursue the issuance of such a decision to the
          Commission staff level. In connection with the foregoing, the Issuers
          and the Subsidiary Guarantors hereby agree to take all such other
          actions as may be requested by the Commission or otherwise required in
          connection with the issuance of such decision, including without
          limitation (A) participating in telephonic conferences with the
          Commission, (B) delivering to the Commission staff an analysis
          prepared by counsel to the Issuers setting forth the legal bases, if
          any, upon which such counsel has concluded that such an Exchange Offer
          should be permitted and (C) diligently pursuing a resolution (which
          need not be favorable) by the Commission staff.

               (ii) As a condition to its participation in the Exchange Offer,
          each Holder of Transfer Restricted Securities (including, without
          limitation, any


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          Holder who is a Broker Dealer) shall furnish, upon the request of the
          Issuers, prior to the Consummation of the Exchange Offer, a written
          representation to the Issuers and the Subsidiary Guarantors (which may
          be contained in the letter of transmittal contemplated by the Exchange
          Offer Registration Statement) to the effect that (A) it is not an
          Affiliate of the Issuers, (B) it is not engaged in, and does not
          intend to engage in, and has no arrangement or understanding with any
          Person to participate in, a distribution of the Series B Notes to be
          issued in the Exchange Offer, (C) it is acquiring the Series B Notes
          in its ordinary course of business and (D) if the undersigned is a
          Broker-Dealer, the Series A Notes being tendered constitute Series A
          Notes acquired as the result of market-making activities or other
          trading activities (other than Series A Notes acquired directly from
          the Issuers or any of their Affiliates). As a condition to its
          participation in the Exchange Offer, each Holder shall acknowledge and
          agree that (x) any person participating in Exchange Offer with the
          intention or for the purpose of distributing the Series B Notes, (1)
          could not, under Commission policy as in effect on the date of this
          Agreement, rely on the position of the Commission enunciated in Morgan
          Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital
          Holdings Corporation (available May 13, 1988), as interpreted in the
          Commission's letter to Shearman & Sterling dated July 2, 1993, and
          similar no-action letters (including, if applicable, any no-action
          letter obtained pursuant to clause (i) above), and (2) must comply
          with the registration and prospectus delivery requirements of the Act
          in connection with a secondary resale transaction and that such a
          secondary resale transaction must be covered by an effective
          registration statement containing the selling security holder
          information required by Item 507 or 508, as applicable, of Regulation
          S-K and (y) any Broker-Dealer that pursuant to the Exchange Offer
          receives Series B Notes for its own account in exchange for Series A
          Notes which it acquired for its own account as a result of
          market-making activities or other trading activities must deliver a
          prospectus meeting the requirements of the Securities Act in
          connection with any resale of such Series B Notes.

               (iii) Prior to effectiveness of the Exchange Offer Registration
          Statement, the Issuers and the Subsidiary Guarantors shall provide a
          supplemental letter to the Commission (A) stating that the Issuers and
          the Subsidiary Guarantors are registering the Exchange Offer in
          reliance on the position of the Commission enunciated in Exxon Capital
          Holdings Corporation (available May 13, 1988), Morgan Stanley and Co.,
          Inc. (available June 5, 1991) as interpreted in the Commission's
          letter to Shearman & Sterling dated July 2, 1993, and, if applicable,
          any no-action letter obtained pursuant to clause (i) above, (B)
          including a representation that neither the Issuers nor any Subsidiary
          Guarantor has entered into any arrangement or understanding with any
          Person to distribute the Series B Notes to be received in the Exchange
          Offer and that, to the best of the Issuers' and each Subsidiary
          Guarantor's information and belief, each Holder participating in the
          Exchange Offer is acquiring the Series B Notes in its ordinary course
          of business and has no arrangement or understanding with any Person to
          participate in the distribution of the Series B Notes received in the
          Exchange Offer and (C) any other undertaking or representation
          required by the


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          Commission as set forth in any no-action letter obtained pursuant to
          clause (i) above, if applicable.

          (b) Shelf Registration Statement. In connection with the Shelf
     Registration Statement, the Issuers and the Subsidiary Guarantors shall:

               (i) comply with all the provisions of Section 6(c) below and use
          their respective best efforts to effect such registration to permit
          the sale of the Transfer Restricted Securities being sold in
          accordance with the intended method or methods of distribution thereof
          (as indicated in the information furnished to the Issuers pursuant to
          Section 4(b) hereof), and pursuant thereto the Issuers and the
          Subsidiary Guarantors will prepare and file with the Commission a
          Registration Statement relating to the registration on any appropriate
          form under the Act, which form shall be available for the sale of the
          Transfer Restricted Securities in accordance with the intended method
          or methods of distribution thereof within the time periods and
          otherwise in accordance with the provisions hereof.

               (ii) issue, upon the request of any Holder or purchaser of Series
          A Notes covered by any Shelf Registration Statement contemplated by
          this Agreement, Series B Notes having an aggregate principal amount
          equal to the aggregate principal amount of Series A Notes sold
          pursuant to the Shelf Registration Statement and surrendered to the
          Issuers for cancellation; the Issuers shall register Series B Notes on
          the Shelf Registration Statement for this purpose and issue the Series
          B Notes to the purchaser(s) of securities subject to the Shelf
          Registration Statement in the names as such purchaser(s) shall
          designate.

          (c) General Provisions. In connection with any Registration Statement
     and any related Prospectus required by this Agreement, the Issuers and the
     Subsidiary Guarantors shall:

               (i) use their respective best efforts to keep such Registration
          Statement continuously effective and provide all requisite financial
          statements for the period specified in Section 3 or 4 of this
          Agreement, as applicable. Upon the occurrence of any event that would
          cause any such Registration Statement or the Prospectus contained
          therein (A) to contain an untrue statement of material fact or omit to
          state any material fact necessary to make the statements therein not
          misleading or (B) not to be effective and usable for resale of
          Transfer Restricted Securities during the period required by this
          Agreement, the Issuers and the Subsidiary Guarantors shall file
          promptly an appropriate amendment to such Registration Statement
          curing such defect, and, if Commission review is required, use their
          respective best efforts to cause such amendment to be declared
          effective as soon as practicable;

               (ii) prepare and file with the Commission such amendments and
          post-effective amendments to the applicable Registration Statement as
          may be necessary to keep such Registration Statement effective for the
          applicable period set forth in Section 3 or 4 hereof, as the case may
          be; cause the Prospectus to be


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          supplemented by any required Prospectus supplement, and as so
          supplemented to be filed pursuant to Rule 424 under the Act, and to
          comply fully with Rules 424, 430A and 462, as applicable, under the
          Act in a timely manner; and comply with the provisions of the Act with
          respect to the disposition of all securities covered by such
          Registration Statement during the applicable period in accordance with
          the intended method or methods of distribution by the sellers thereof
          set forth in such Registration Statement or supplement to the
          Prospectus;

               (iii) advise each Holder promptly and, if requested by such
          Holder, confirm such advice in writing, (A) when the Prospectus or any
          Prospectus supplement or post-effective amendment has been filed, and,
          with respect to any applicable Registration Statement or any
          post-effective amendment thereto, when the same has become effective,
          (B) of any request by the Commission for amendments to the
          Registration Statement or amendments or supplements to the Prospectus
          or for additional information relating thereto, (C) of the issuance by
          the Commission of any stop order suspending the effectiveness of the
          Registration Statement under the Act or of the suspension by any state
          securities commission of the qualification of the Transfer Restricted
          Securities for offering or sale in any jurisdiction, or the initiation
          of any proceeding for any of the preceding purposes, and (D) of the
          existence of any fact or the happening of any event that makes any
          statement of a material fact made in the Registration Statement, the
          Prospectus, any amendment or supplement thereto or any document
          incorporated by reference therein untrue, or that requires the making
          of any additions to or changes in the Registration Statement in order
          to make the statements therein not misleading, or that requires the
          making of any additions to or changes in the Prospectus in order to
          make the statements therein, in the light of the circumstances under
          which they were made, not misleading. If at any time the Commission
          shall issue any stop order suspending the effectiveness of the
          Registration Statement, or any state securities commission or other
          regulatory authority shall issue an order suspending the qualification
          or exemption from qualification of the Transfer Restricted Securities
          under state securities or Blue Sky laws, the Issuers and the
          Subsidiary Guarantors shall use their respective best efforts to
          obtain the withdrawal or lifting of such order at the earliest
          possible time;

               (iv) subject to Section 6(c)(i), if any fact or event
          contemplated by Section 6(c)(iii)(D) above shall exist or have
          occurred, prepare a supplement or post-effective amendment to the
          Registration Statement or related Prospectus or any document
          incorporated therein by reference or file any other required document
          so that, as thereafter delivered to the purchasers of Transfer
          Restricted Securities, the Prospectus will not contain an untrue
          statement of a material fact or omit to state any material fact
          necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading;

               (v) furnish to each Holder in connection with such exchange or
          sale, if any, before filing with the Commission, copies of any
          Registration Statement or any Prospectus included therein or any
          amendments or supplements to any such Registration Statement or
          Prospectus (including all documents incorporated by


                                       10



<PAGE>



          reference after the initial filing of such Registration Statement),
          which documents will be subject to the review and comment of such
          Holders in connection with such sale, if any, for a period of at least
          five Business Days, and the Issuers will not file any such
          Registration Statement or Prospectus or any amendment or supplement to
          any such Registration Statement or Prospectus (including all such
          documents incorporated by reference) to which such Holders shall
          reasonably object within five Business Days after the receipt thereof.
          A Holder shall be deemed to have reasonably objected to such filing if
          such Registration Statement, amendment, Prospectus or supplement, as
          applicable, as proposed to be filed, contains an untrue statement of a
          material fact or omits to state any material fact necessary to make
          the statements therein not misleading or fails to comply with the
          applicable requirements of the Act;

               (vi) promptly provide, prior to the filing of any document that
          is to be incorporated by reference into a Registration Statement or
          Prospectus, copies of such document to each Holder in connection with
          such exchange or sale, if any, make the Issuers' and the Subsidiary
          Guarantors' representatives available for discussion of such document
          and other customary due diligence matters, and include such
          information in such document prior to the filing thereof as such
          Holders may reasonably request;

               (vii) make available, at reasonable times, for inspection by each
          Holder and any attorney or accountant retained by such Holders, all
          financial and other records, and pertinent corporate documents of the
          Issuers and the Subsidiary Guarantors and cause the Issuers' and the
          Subsidiary Guarantors' officers, directors and employees to supply all
          information reasonably requested by any such Holder, attorney or
          accountant in connection with such Registration Statement or any
          post-effective amendment thereto subsequent to the filing thereof and
          prior to its effectiveness;

               (viii) if requested by any Holders in connection with such
          exchange or sale, promptly include in any Registration Statement or
          Prospectus, pursuant to a supplement or post-effective amendment if
          necessary, such information as such Holders may reasonably request to
          have included therein, including, without limitation, information
          relating to the "Plan of Distribution" of the Transfer Restricted
          Securities; and make all required filings of such Prospectus
          supplement or post-effective amendment as soon as practicable after
          the Issuers are notified of the matters to be included in such
          Prospectus supplement or post-effective amendment;

               (ix) furnish to each Holder in connection with such exchange or
          sale, without charge, at least one copy of the Registration Statement,
          as first filed with the Commission, and of each amendment thereto,
          including all documents incorporated by reference therein and all
          exhibits (including exhibits incorporated therein by reference);



                                       11



<PAGE>



               (x) deliver to each Holder without charge, as many copies of the
          Prospectus (including each preliminary prospectus) and any amendment
          or supplement thereto as such Persons reasonably may request; the
          Issuers and the Subsidiary Guarantors hereby consent to the use (in
          accordance with law) of the Prospectus and any amendment or supplement
          thereto by each selling Holder in connection with the offering and the
          sale of the Transfer Restricted Securities covered by the Prospectus
          or any amendment or supplement thereto;

               (xi) upon the request of any Holder, enter into such agreements
          (including underwriting agreements) and make such representations and
          warranties and take all such other actions in connection therewith in
          order to expedite or facilitate the disposition of the Transfer
          Restricted Securities pursuant to any applicable Registration
          Statement contemplated by this Agreement as may be reasonably
          requested by any Holder in connection with any sale or resale pursuant
          to any applicable Registration Statement. In such connection, the
          Issuers and the Subsidiary Guarantors shall:

                    (A) upon request of any Holder, furnish (or in the case of
               paragraphs (2) and (3), use their best efforts to cause to be
               furnished) to each Holder, upon Consummation of the Exchange
               Offer or upon the effectiveness of the Shelf Registration
               Statement, as the case may be:

                         (1) a certificate, dated such date, signed on behalf of
                    the Issuers and each Subsidiary Guarantor by (x) the
                    President or any Vice President and (y) a principal
                    financial or accounting officer of each of the Issuers and
                    each Subsidiary Guarantor, confirming, as of the date
                    thereof, the matters set forth in Sections 6(aa), 9(a) and
                    9(b) of the Purchase Agreement and such other similar
                    matters as such Holders may reasonably request;

                         (2) an opinion, dated the date of Consummation of the
                    Exchange Offer or the date of effectiveness of the Shelf
                    Registration Statement, as the case may be, of counsel for
                    the Issuers and the Subsidiary Guarantors covering matters
                    similar to those set forth in paragraph (e) of Section 9 of
                    the Purchase Agreement and such other matters as such Holder
                    may reasonably request, and in any event including a
                    statement to the effect that such counsel has participated
                    in conferences with officers and other representatives of
                    the Issuers and the Subsidiary Guarantors, and
                    representatives of the independent public accountants for
                    the Issuers and the Subsidiary Guarantors and have
                    considered the matters required to be stated therein and the
                    statements contained therein, although such counsel has not
                    independently verified the accuracy, completeness or
                    fairness of such statements; and that such counsel advises
                    that, on the basis of the foregoing, no facts came to such
                    counsel's attention that caused such counsel to believe that
                    the applicable Registration Statement, at the time such


                                       12



<PAGE>



                    Registration Statement or any post-effective amendment
                    thereto became effective and, in the case of the Exchange
                    Offer Registration Statement, as of the date of Consummation
                    of the Exchange Offer, contained an untrue statement of a
                    material fact or omitted to state a material fact required
                    to be stated therein or necessary to make the statements
                    therein not misleading, or that the Prospectus contained in
                    such Registration Statement as of its date and, in the case
                    of the opinion dated the date of Consummation of the
                    Exchange Offer, as of the date of Consummation, contained an
                    untrue statement of a material fact or omitted to state a
                    material fact required to be stated therein or necessary in
                    order to make the statements therein, in the light of the
                    circumstances under which they were made, not misleading.
                    Without limiting the foregoing, such counsel may state
                    further that such counsel assumes no responsibility for, and
                    has not independently verified, the accuracy, completeness
                    or fairness of the financial statements, notes and schedules
                    and other financial data included in any Registration
                    Statement contemplated by this Agreement or the related
                    Prospectus; and

                         (3) a customary comfort letter, dated the date of
                    Consummation of the Exchange Offer, or as of the date of
                    effectiveness of the Shelf Registration Statement, as the
                    case may be, from the Issuers' independent accountants, in
                    the customary form and covering matters of the type
                    customarily covered in comfort letters to underwriters in
                    connection with underwritten offerings, and affirming the
                    matters set forth in the comfort letters delivered pursuant
                    to Section 9(g) of the Purchase Agreement; and

                    (B) deliver such other documents and certificates as may be
               reasonably requested by the selling Holders to evidence
               compliance with the matters covered in clause (A) above and with
               any customary conditions contained in any agreement entered into
               by the Issuers and the Subsidiary Guarantors pursuant to this
               clause (xi);


                                       13



<PAGE>



               (xii) prior to any public offering of Transfer Restricted
          Securities, cooperate with the selling Holders and their counsel in
          connection with the registration and qualification of the Transfer
          Restricted Securities under the securities or Blue Sky laws of such
          jurisdictions as the selling Holders may request and do any and all
          other acts or things necessary or advisable to enable the disposition
          in such jurisdictions of the Transfer Restricted Securities covered by
          the applicable Registration Statement; provided, however, that neither
          the Issuers nor any Subsidiary Guarantor shall be required to register
          or qualify as a foreign corporation where it is not now so qualified
          or to take any action that would subject it to the service of process
          in suits or to taxation, other than as to matters and transactions
          relating to the Registration Statement, in any jurisdiction where it
          is not now so subject;

               (xiii) in connection with any sale of Transfer Restricted
          Securities that will result in such securities no longer being
          Transfer Restricted Securities, cooperate with the Holders to
          facilitate the timely preparation and delivery of certificates
          representing Transfer Restricted Securities to be sold and not bearing
          any restrictive legends; and to register such Transfer Restricted
          Securities in such denominations and such names as the selling Holders
          may request at least two Business Days prior to such sale of Transfer
          Restricted Securities;

               (xiv) use their respective best efforts to cause the disposition
          of the Transfer Restricted Securities covered by the Registration
          Statement to be registered with or approved by such other governmental
          agencies or authorities as may be necessary to enable the seller or
          sellers thereof to consummate the disposition of such Transfer
          Restricted Securities, subject to the proviso contained in clause
          (xii) above;

               (xv) provide a CUSIP number for all Transfer Restricted
          Securities not later than the effective date of a Registration
          Statement covering such Transfer Restricted Securities and provide the
          Trustee under the Indenture with printed certificates for the Transfer
          Restricted Securities which are in a form eligible for deposit with
          The Depository Trust Company;

               (xvi) otherwise use their respective best efforts to comply with
          all applicable rules and regulations of the Commission, and make
          generally available to their security holders with regard to any
          applicable Registration Statement, as soon as practicable, a
          consolidated earnings statement meeting the requirements of Rule 158
          (which need not be audited) covering a twelve-month period beginning
          after the effective date of the Registration Statement (as such term
          is defined in paragraph (c) of Rule 158 under the Act);

               (xvii) cause the Indenture to be qualified under the TIA not
          later than the effective date of the first Registration Statement
          required by this Agreement and, in connection therewith, cooperate
          with the Trustee and the Holders to effect such changes to the
          Indenture as may be required for such Indenture to be so qualified in
          accordance with the terms of the TIA; and execute and use its best
          efforts to


                                       14



<PAGE>



          cause the Trustee to execute, all documents that may be required to
          effect such changes and all other forms and documents required to be
          filed with the Commission to enable such Indenture to be so qualified
          in a timely manner; and

               (xviii) provide promptly to each Holder, upon request, each
          document filed with the Commission pursuant to the requirements of
          Section 13 or Section 15(d) of the Exchange Act.

          (d) Restrictions on Holders. Each Holder agrees by acquisition of a
     Transfer Restricted Security that, upon receipt of the notice referred to
     in Section 6(c)(iii)(C) or any notice from the Issuers of the existence of
     any fact of the kind described in Section 6(c)(iii)(D) hereof (in each
     case, a "Suspension Notice"), such Holder will forthwith discontinue
     disposition of Transfer Restricted Securities pursuant to the applicable
     Registration Statement until (i) such Holder has received copies of the
     supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof,
     or (ii) such Holder is advised in writing by the Issuers that the use of
     the Prospectus may be resumed, and has received copies of any additional or
     supplemental filings that are incorporated by reference in the Prospectus
     (in each case, the "Recommencement Date"). Each Holder receiving a
     Suspension Notice hereby agrees that it will either (i) destroy any
     Prospectuses, other than permanent file copies, then in such Holder's
     possession which have been replaced by the Issuers with more recently dated
     Prospectuses or (ii) deliver to the Issuers (at the Issuers' expense) all
     copies, other than permanent file copies, then in such Holder's possession
     of the Prospectus covering such Transfer Restricted Securities that was
     current at the time of receipt of the Suspension Notice. The time period
     regarding the effectiveness of such Registration Statement set forth in
     Section 3 or 4 hereof, as applicable, shall be extended by a number of days
     equal to the number of days in the period from and including the date of
     delivery of the Suspension Notice to the date of delivery of the
     Recommencement Date.

          (e) Effectiveness of Registration Statement. Notwithstanding anything
     to the contrary contained in this Agreement, the obligation of the Issuers
     and the Subsidiary Guarantors hereunder to maintain the effectiveness of
     any Registration Statement and any related Prospectus may be suspended,
     without default or penalty to the Issuers or the Subsidiary Guarantors, for
     one or more periods of time as may be required with respect to such
     Registration Statement if (A) the Board of Directors of the General Partner
     shall have determined that the offering and sales under the Registration
     Statement, the filing of such Registration Statement or the maintenance of
     its effectiveness would require disclosure of or would interfere in any
     material respect with any material financing, acquisition, merger, offering
     or other transaction involving the Issuers or the Subsidiary Guarantors or
     would otherwise require disclosure of nonpublic information that could
     materially and adversely affect the Issuers or the Subsidiary Guarantors or
     (B) the Issuers are required by any state or federal securities laws to
     file an amendment or supplement to such Registration Statement for the
     purpose of incorporating quarterly or annual information, which is not
     automatically effective. Further, the Issuers and the Subsidiary Guarantors
     shall be deemed to have used their respective best efforts to keep any
     Registration Statement continuously effective if either (A) or (B) above
     has occurred.


                                       15



<PAGE>



     Section 7. Registration Expenses.

          (a) All expenses incident to the Issuers' and the Subsidiary
     Guarantors' performance of or compliance with this Agreement will be borne
     by the Issuers, regardless of whether a Registration Statement becomes
     effective, including without limitation: (i) all registration and filing
     fees and expenses; (ii) all fees and expenses of compliance with federal
     securities and state Blue Sky or securities laws; (iii) all expenses of
     printing (including printing certificates for the Series B Notes to be
     issued in the Exchange Offer and printing of Prospectuses), messenger and
     delivery services and telephone; (iv) all fees and disbursements of counsel
     for the Issuers, the Subsidiary Guarantors and the Holders of Transfer
     Restricted Securities; (v) all application and filing fees in connection
     with listing the Series B Notes on a national securities exchange or
     automated quotation system pursuant to the requirements hereof; and (vi)
     all fees and disbursements of independent certified public accountants of
     the Issuers and the Subsidiary Guarantors (including the expenses of any
     special audit and comfort letters required by or incident to such
     performance).

          The Issuers will, in any event, bear their and the Subsidiary
     Guarantors' internal expenses (including, without limitation, all salaries
     and expenses of its officers and employees performing legal or accounting
     duties), the expenses of any annual audit and the fees and expenses of any
     Person, including special experts, retained by the Issuers or the
     Subsidiary Guarantors.

          (b) In connection with any Registration Statement required by this
     Agreement (including, without limitation, the Exchange Offer Registration
     Statement and the Shelf Registration Statement), the Issuers and the
     Subsidiary Guarantors will reimburse the Initial Purchasers and the Holders
     of Transfer Restricted Securities who are tendering Series A Notes in the
     Exchange Offer and/or selling or reselling Series A Notes or Series B Notes
     pursuant to the "Plan of Distribution" contained in the Exchange Offer
     Registration Statement or the Shelf Registration Statement, as applicable,
     for the reasonable fees and disbursements of not more than one counsel, who
     shall be Simpson Thacher & Bartlett, unless another firm shall be chosen by
     the Holders of a majority in principal amount of the Transfer Restricted
     Securities for whose benefit such Registration Statement is being prepared.

     Section 8. Indemnification.

          (a) The Issuers and the Subsidiary Guarantors agree, jointly and
     severally, to indemnify and hold harmless each Holder, its directors,
     officers and each Person, if any, who controls such Holder (within the
     meaning of Section 15 of the Act or Section 20 of the Exchange Act), from
     and against any and all losses, claims, damages, liabilities or judgments
     (including without limitation, any legal or other expenses incurred in
     connection with investigating or defending any matter, including any action
     that could give rise to any such losses, claims, damages, liabilities or
     judgments) caused by any untrue statement or alleged untrue statement of a
     material fact contained in any Registration Statement, preliminary
     prospectus or Prospectus (or any amendment or supplement thereto) provided
     by the Issuers to any Holder or any prospective purchaser


                                       16



<PAGE>



     of Series B Notes or registered Series A Notes, or caused by any omission
     or alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading, except
     insofar as such losses, claims, damages, liabilities or judgments are
     caused by an untrue statement or omission or alleged untrue statement or
     omission that is based upon information relating to any of the Holders
     furnished in writing to the Issuers by any of the Holders.

          (b) Each Holder of Transfer Restricted Securities agrees, severally
     and not jointly, to indemnify and hold harmless the Issuers and the
     Subsidiary Guarantors, and their respective directors and officers, and
     each Person, if any, who controls (within the meaning of Section 15 of the
     Act or Section 20 of the Exchange Act) the Issuers or the Subsidiary
     Guarantors, to the same extent as the foregoing indemnity from the Issuers
     and the Subsidiary Guarantors set forth in Section 8(a) above, but only
     with reference to information relating to such Holder furnished in writing
     to the Issuers by such Holder expressly for use in any Registration
     Statement. In no event shall any Holder, its directors, officers or any
     Person who controls such Holder be liable or responsible for any amount in
     excess of the amount by which the total amount received by such Holder with
     respect to its sale of Transfer Restricted Securities pursuant to a
     Registration Statement exceeds (i) the amount paid by such Holder for such
     Transfer Restricted Securities and (ii) the amount of any damages that such
     Holder, its directors, officers or any Person who controls such Holder has
     otherwise been required to pay by reason of such untrue or alleged untrue
     statement or omission or alleged omission.

          (c) In case any action shall be commenced involving any Person in
     respect of which indemnity may be sought pursuant to Section 8(a) or 8(b)
     (the "indemnified party"), the indemnified party shall promptly notify the
     Person against whom such indemnity may be sought (the "indemnifying
     person") in writing and the indemnifying party shall assume the defense of
     such action, including the employment of counsel reasonably satisfactory to
     the indemnified party and the payment of all fees and expenses of such
     counsel, as incurred (except that in the case of any action in respect of
     which indemnity may be sought pursuant to both Sections 8(a) and 8(b), a
     Holder shall not be required to assume the defense of such action pursuant
     to this Section 8(c), but may employ separate counsel and participate in
     the defense thereof, but the fees and expenses of such counsel, except as
     provided below, shall be at the expense of the Holder). Any indemnified
     party shall have the right to employ separate counsel in any such action
     and participate in the defense thereof, but the fees and expenses of such
     counsel shall be at the expense of the indemnified party unless (i) the
     employment of such counsel shall have been specifically authorized in
     writing by the indemnifying party, (ii) the indemnifying party shall have
     failed to assume the defense of such action or employ counsel reasonably
     satisfactory to the indemnified party or (iii) the named parties to any
     such action (including any impleaded parties) include both the indemnified
     party and the indemnifying party, and the indemnified party shall have been
     advised by such counsel that there may be one or more legal defenses
     available to it which are different from or additional to those available
     to the indemnifying party (in which case the indemnifying party shall not
     have the right to assume the defense of such action on behalf of the
     indemnified party). In any such case, the indemnifying party shall not, in
     connection with any one action or separate but substantially similar or
     related actions in the same


                                       17



<PAGE>



     jurisdiction arising out of the same general allegations or circumstances,
     be liable for the fees and expenses of more than one separate firm of
     attorneys (in addition to any local counsel) for all indemnified parties
     and all such fees and expenses shall be reimbursed as they are incurred.
     Such firm shall be designated in writing by a majority of the Holders, in
     the case of the parties indemnified pursuant to Section 8(a), and by the
     Issuers and Subsidiary Guarantors, in the case of parties indemnified
     pursuant to Section 8(b). The indemnifying party shall indemnify and hold
     harmless the indemnified party from and against any and all losses, claims,
     damages, liabilities and judgments by reason of any settlement of any
     action (i) effected with its written consent or (ii) effected without its
     written consent if the settlement is entered into more than twenty Business
     Days after the indemnifying party shall have received a request from the
     indemnified party for reimbursement for the fees and expenses of counsel
     (in any case where such fees and expenses are at the expense of the
     indemnifying party) and, prior to the date of such settlement, the
     indemnifying party shall have failed to comply with such reimbursement
     request. No indemnifying party shall, without the prior written consent of
     the indemnified party, effect any settlement or compromise of, or consent
     to the entry of judgment with respect to, any pending or threatened action
     in respect of which the indemnified party is or could have been a party and
     indemnity or contribution may be or could have been sought hereunder by the
     indemnified party, unless such settlement, compromise or judgment (i)
     includes an unconditional release of the indemnified party from all
     liability on claims that are or could have been the subject matter of such
     action and (ii) does not include a statement as to or an admission of
     fault, culpability or a failure to act, by or on behalf of the indemnified
     party.

          (d) To the extent that the indemnification provided for in this
     Section 8 is unavailable to an indemnified party in respect of any losses,
     claims, damages, liabilities or judgments referred to therein, then each
     indemnifying party, in lieu of indemnifying such indemnified party, shall
     contribute to the amount paid or payable by such indemnified party as a
     result of such losses, claims, damages, liabilities or judgments (i) in
     such proportion as is appropriate to reflect the relative benefits received
     by the Issuers and the Subsidiary Guarantors, on the one hand, and the
     Holders, on the other hand, from their sale of Transfer Restricted
     Securities or (ii) if the allocation provided by clause 8(d)(i) is not
     permitted by applicable law, in such proportion as is appropriate to
     reflect not only the relative benefits referred to in clause 8(d)(i) above
     but also the relative fault of the Issuers and the Subsidiary Guarantors,
     on the one hand, and of the Holder, on the other hand, in connection with
     the statements or omissions which resulted in such losses, claims, damages,
     liabilities or judgments, as well as any other relevant equitable
     considerations. The relative fault of the Issuers and the Subsidiary
     Guarantors, on the one hand, and of the Holder, on the other hand, shall be
     determined by reference to, among other things, whether the untrue or
     alleged untrue statement of a material fact or the omission or alleged
     omission to state a material fact relates to information supplied by the
     Issuers or such Subsidiary Guarantor, on the one hand, or by the Holder, on
     the other hand, and the parties' relative intent, knowledge, access to
     information and opportunity to correct or prevent such statement or
     omission.

          The Issuers, the Subsidiary Guarantors and each Holder agree that it
     would not be just and equitable if contribution pursuant to this Section
     8(d) were determined by pro


                                       18



<PAGE>



     rata allocation (even if the Holders were treated as one entity for such
     purpose) or by any other method of allocation which does not take account
     of the equitable considerations referred to in the immediately preceding
     paragraph. The amount paid or payable by an indemnified party as a result
     of the losses, claims, damages, liabilities or judgments referred to in the
     immediately preceding paragraph shall be deemed to include, subject to the
     limitations set forth above, any legal or other expenses incurred by such
     indemnified party in connection with investigating or defending any matter,
     including any action that could have given rise to such losses, claims,
     damages, liabilities or judgments. Notwithstanding the provisions of this
     Section 8, no Holder, its directors, its officers or any Person, if any,
     who controls such Holder shall be required to contribute, in the aggregate,
     any amount in excess of the amount by which the total received by such
     Holder with respect to the sale of Transfer Restricted Securities pursuant
     to a Registration Statement exceeds (i) the amount paid by such Holder for
     such Transfer Restricted Securities and (ii) the amount of any damages
     which such Holder has otherwise been required to pay by reason of such
     untrue or alleged untrue statement or omission or alleged omission. No
     Person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Act) shall be entitled to contribution from any Person
     who was not guilty of such fraudulent misrepresentation. The Holders'
     obligations to contribute pursuant to this Section 8(d) are several in
     proportion to the respective principal amount of Transfer Restricted
     Securities held by each Holder hereunder and not joint.

     Section 9. Rule 144A and Rule 144. The Issuers and each Subsidiary
Guarantor agree with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which the Issuers or such
Subsidiary Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange
Act, to make available, upon request of any Holder, to such Holder or beneficial
owner of Transfer Restricted Securities in connection with any sale thereof and
any prospective purchaser of such Transfer Restricted Securities designated by
such Holder or beneficial owner, the information required by Rule 144A(d)(4)
under the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

     Section 10. Miscellaneous.

          (a) Remedies. The Issuers and the Subsidiary Guarantors acknowledge
     and agree that any failure by the Issuers and/or the Subsidiary Guarantors
     to comply with their respective obligations under Sections 3 and 4 hereof
     may result in material irreparable injury to the Initial Purchasers or the
     Holders for which there is no adequate remedy at law, that it will not be
     possible to measure damages for such injuries precisely and that, in the
     event of any such failure, the Initial Purchasers or any Holder may obtain
     such relief as may be required to specifically enforce the Issuers' and the
     Subsidiary Guarantors' obligations under Sections 3 and 4 hereof. The
     Issuers and the Subsidiary Guarantors further agree to waive the defense in
     any action for specific performance that a remedy at law would be adequate.

          (b) No Inconsistent Agreements. Neither the Issuers nor any Subsidiary
     Guarantor will, on or after the date of this Agreement, enter into any
     agreement with



                                       19



<PAGE>



     respect to its securities that is inconsistent with the rights granted to
     the Holders in this Agreement or otherwise conflicts with the provisions
     hereof. Neither the Issuers nor any Subsidiary Guarantor have previously
     entered into any agreement granting any registration rights with respect to
     its securities to any Person other than the registration rights (i) of El
     Paso Energy Partners Company and its affiliates in Section 6.14 of the
     Partnership Agreement, (ii) of EPEC Deepwater Gathering Company ("EPEC")
     and its successors pursuant to a registration rights agreement between EPEC
     and the Partnership which was executed in connection with the acquisition
     by the Partnership of an additional interest in Viosca Knoll Gathering
     Company, (iii) of Crystal Gas Storage, Inc. ("Crystal") pursuant to the
     registration rights agreement dated as of August 28, 2000 between Crystal
     and the Partnership which was executed in connection with the acquisition
     by the Partnership of the Crystal storage facilities, (iv) granted under
     the Partnership Credit Facility (as amended, restated and otherwise
     supplemented through the date hereof) and related agreements, (v) of the
     General Partner and its affiliates in Section 6.14 of the Partnership
     Agreement and in the registration rights agreement executed in connection
     with the November 2002 acquisition by the Partnership of the San Juan
     assets and (vi) granted pursuant to this Agreement. The rights granted to
     the Holders hereunder do not in any way conflict with and are not
     inconsistent with the rights granted to the holders of the Issuers' and the
     Subsidiary Guarantors' securities under any agreement in effect on the date
     hereof.

          (c) Amendments and Waivers. The provisions of this Agreement may not
     be amended, modified or supplemented, and waivers or consents to or
     departures from the provisions hereof may not be given unless (i) in the
     case of Section 5 hereof and this Section 10(c)(i), the Issuers have
     obtained the written consent of Holders of all outstanding Transfer
     Restricted Securities and (ii) in the case of all other provisions hereof,
     the Issuers have obtained the written consent of Holders of a majority of
     the outstanding principal amount of Transfer Restricted Securities
     (excluding Transfer Restricted Securities held by the Issuers or their
     Affiliates). Notwithstanding the foregoing, a waiver or consent to
     departure from the provisions hereof that relates exclusively to the rights
     of Holders whose Transfer Restricted Securities are being tendered pursuant
     to the Exchange Offer, and that does not affect directly or indirectly the
     rights of other Holders whose Transfer Restricted Securities are not being
     tendered pursuant to such Exchange Offer, may be given by the Holders of a
     majority of the outstanding principal amount of Transfer Restricted
     Securities subject to such Exchange Offer.

          (d) Third Party Beneficiary. The Holders shall be third party
     beneficiaries to the agreements made hereunder between the Issuers and the
     Subsidiary Guarantors, on the one hand, and the Initial Purchasers, on the
     other hand, and shall have the right to enforce such agreements directly to
     the extent they may deem such enforcement necessary or advisable to protect
     its rights or the rights of Holders hereunder.

          (e) Notices. All notices and other communications provided for or
     permitted hereunder shall be made in writing by hand-delivery, first-class
     mail (registered or certified, return receipt requested), telex,
     telecopier, or air courier guaranteeing overnight delivery:


                                       20



<PAGE>



               (i) if to a Holder, at the address set forth on the records of
          the Registrar under the Indenture, with a copy to the Registrar under
          the Indenture; and

               (ii) if to the Issuers or the Subsidiary Guarantors:

                    El Paso Energy Partners, L.P.
                    4 Greenway Plaza
                    Houston, Texas 77046
                    Telecopier No.: (713) 420-5477
                    Attention: Chief Financial Officer

                    With a copy to:

                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                    711 Louisiana Street, Suite 1900
                    Houston, Texas 77002
                    Telecopier No.: (713) 236-0822
                    Attention: J.  Vincent Kendrick

               All such notices and communications shall be deemed to have been
          duly given: at the time delivered by hand, if personally delivered;
          five Business Days after being deposited in the mail, postage prepaid,
          if mailed; when receipt acknowledged, if telecopied; and on the next
          Business Day, if timely delivered to an air courier guaranteeing
          overnight delivery.

               Copies of all such notices, demands or other communications shall
          be concurrently delivered by the Person giving the same to the Trustee
          at the address specified in the Indenture.


                                       21



<PAGE>



               (f) Successors and Assigns. This Agreement shall inure to the
          benefit of and be binding upon the successors and assigns of each of
          the parties, including without limitation and without the need for an
          express assignment, subsequent Holders; provided, that nothing herein
          shall be deemed to permit any assignment, transfer or other
          disposition of Transfer Restricted Securities in violation of the
          terms hereof or of the Purchase Agreement or the Indenture. If any
          transferee of any Holder shall acquire Transfer Restricted Securities
          in any manner, whether by operation of law or otherwise, such Transfer
          Restricted Securities shall be held subject to all of the terms of
          this Agreement, and by taking and holding such Transfer Restricted
          Securities such Person shall be conclusively deemed to have agreed to
          be bound by and to perform all of the terms and provisions of this
          Agreement, including the restrictions on resale set forth in this
          Agreement and, if applicable, the Purchase Agreement, and such Person
          shall be entitled to receive the benefits hereof.

               (g) Counterparts. This Agreement may be executed in any number of
          counterparts and by the parties hereto in separate counterparts, each
          of which when so executed shall be deemed to be an original and all of
          which taken together shall constitute one and the same agreement.

               (h) Headings. The headings in this Agreement are for convenience
          of reference only and shall not limit or otherwise affect the meaning
          hereof.

               (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
          CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

               (j) Severability. In the event that any one or more of the
          provisions contained herein, or the application thereof in any
          circumstance, is held invalid, illegal or unenforceable, the validity,
          legality and enforceability of any such provision in every other
          respect and of the remaining provisions contained herein shall not be
          affected or impaired thereby.

               (k) Entire Agreement. This Agreement is intended by the parties
          as a final expression of their agreement and intended to be a complete
          and exclusive statement of the agreement and understanding of the
          parties hereto in respect of the subject matter contained herein.
          There are no restrictions, promises, warranties or undertakings, other
          than those set forth or referred to herein with respect to the
          registration rights granted with respect to the Transfer Restricted
          Securities. This Agreement supersedes all prior agreements and
          understandings between the parties with respect to such subject
          matter.


                                      ****


                                       22



<PAGE>



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

                               Issuers:

                               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



<PAGE>




Subsidiary Guarantors:

CRYSTAL HOLDING, L.L.C.*
CHACO LIQUIDS PLANT TRUST
   By: EL PASO ENERGY PARTNERS OPERATING
         COMPANY, L.L.C., in its capacity as trustee of the
         Chaco Liquids Plant Trust*
EL PASO ENERGY INTRASTATE, L.P.*
EL PASO ENERGY PARTNERS OIL TRANSPORT, L.L.C.*
EL PASO ENERGY PARTNERS OPERATING
         COMPANY, L.L.C.*
EL PASO ENERGY WARWINK I COMPANY, L.P.*
EL PASO ENERGY WARWINK II COMPANY, L.P.*
EL PASO OFFSHORE GATHERING & TRANSMISSION, L.P.*
EL PASO SOUTH TEXAS, L.P.*
EPGT TEXAS PIPELINE, L.P.*
EPN ALABAMA INTRASTATE, L.L.C.*
EPN FIELD SERVICES, L.L.C.*
EPN GATHERING AND TREATING COMPANY, L.P.*
EPN GATHERING AND TREATING GP HOLDING, L.L.C.*
EPN GP HOLDING, L.L.C.*
EPN GP HOLDING I, L.L.C.*
EPN GULF COAST, L.P.*
EPN HOLDING COMPANY, L.P.*
EPN HOLDING COMPANY I, L.P.*
EPN NGL STORAGE, L.L.C.*
EPN PIPELINE GP HOLDING, L.L.C.*
FIRST RESERVE GAS, L.L.C.*
FLEXTREND DEVELOPMENT COMPANY, L.L.C.*
HATTIESBURG GAS STORAGE COMPANY*
   By: FIRST RESERVE GAS, L.L.C., in its capacity as 50% general partner of
      Hattiesburg Gas Storage Company*
   By: HATTIESBURG INDUSTRIAL GAS SALES, L.L.C., in its capacity as 50%
      general partner of Hattiesburg Gas Storage Company*
HATTIESBURG INDUSTRIAL GAS SALES, L.L.C.*
HIGH ISLAND OFFSHORE SYSTEM, L.L.C.
   By: EL PASO ENERGY PARTNERS, L.P.,
      its sole member*
MANTA RAY GATHERING COMPANY, L.L.C.*
PETAL GAS STORAGE, L.L.C.*
POSEIDON PIPELINE COMPANY, L.L.C.*
WARWINK GATHERING AND TREATING COMPANY*
   By: EL PASO ENERGY WARWINK I COMPANY, L.P., in its capacity as 99%
       general partner of Warwink Gathering and Treating Company*
   By: EL PASO ENERGY WARWINK II COMPANY, L.P., in its capacity as 1%
       general partner of Warwink Gathering and Treating Company*


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


<PAGE>



                       Initial Purchasers:

                       J.P. MORGAN SECURITIES INC.
                       GOLDMAN, SACHS & CO.
                       UBS WARBURG LLC
                       WACHOVIA SECURITIES, INC.

                       By: J.P. MORGAN SECURITIES INC.


                       By: /s/ Adam Bernard
                           --------------------

                           Name: Adam Bernard
                           Title: Vice President


<PAGE>




                                   SCHEDULE A




    NAME OF SUBSIDIARY GUARANTOR                      STATE OF ORGANIZATION
    ----------------------------                      ---------------------

Chaco Liquids Plant Trust                                 Massachusetts
Crystal Holding, L.L.C.                                      Delaware
El Paso Energy Intrastate, L.P.                              Delaware
El Paso Energy Partners Oil Transport, L.L.C.                Delaware
El Paso Energy Partners Operating Company, L.L.C.            Delaware
El Paso Energy Warwink I Company, L.P.                       Delaware
El Paso Energy Warwink II Company, L.P.                      Delaware
El Paso Offshore Gathering & Transmission, L.P.              Delaware
El Paso South Texas, L.P.                                    Delaware
EPGT Texas Pipeline, L.P.                                    Delaware
EPN Alabama Intrastate, L.L.C.                               Delaware
EPN Field Services, L.L.C.                                   Delaware
EPN Gathering and Treating Company, L.P.                     Delaware
EPN Gathering and Treating GP Holding, L.L.C.                Delaware
EPN GP Holding, L.L.C.                                       Delaware
EPN GP Holding I, L.L.C.                                     Delaware
EPN Gulf Coast, L.P.                                         Delaware
EPN Holding Company, L.P.                                    Delaware
EPN Holding Company I, L.P.                                  Delaware
EPN NGL Storage, L.L.C.                                      Delaware
EPN Pipeline GP Holding, L.L.C.                              Delaware
First Reserve Gas, L.L.C.                                    Delaware
Flextrend Development Company, L.L.C.                        Delaware
Hattiesburg Gas Storage Company                              Delaware
Hattiesburg Industrial Gas Sales, L.L.C.                     Delaware
High Island Offshore System, L.L.C.                          Delaware
Manta Ray Gathering Company, L.L.C.                          Delaware
Petal Gas Storage, L.L.C.                                    Delaware
Poseidon Pipeline Company, L.L.C.                            Delaware
Warwink Gathering and Treating Company                        Texas