<PAGE>
                                                                     EXHIBIT 4.5


================================================================================


                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of January 22, 2003

                                  By and Among

                       ENTERPRISE PRODUCTS OPERATING L.P.,
                        ENTERPRISE PRODUCTS PARTNERS L.P.

                                       and

                            WACHOVIA SECURITIES, INC.
                       RBC DOMINION SECURITIES CORPORATION
                            SCOTIA CAPITAL (USA) INC.
                         SUNTRUST CAPITAL MARKETS, INC.
                            HVB CAPITAL MARKETS, INC.
                       TOKYO-MITSUBISHI INTERNATIONAL PLC


================================================================================

                                  $350,000,000

                          6.375% SENIOR NOTES DUE 2013



<PAGE>



                                TABLE OF CONTENTS

<Table>
<Caption>
Section                                                                           Page
<S>                                                                               <C>
1.   Definitions....................................................................1

2.   Exchange Offer.................................................................4

3.   Shelf Registration Statement...................................................7

4.   Additional Interest............................................................8

5.   Registration Procedures.......................................................10

6.   Registration Expenses.........................................................16

7.   Indemnification...............................................................17

8.   Rule 144 and 144A.............................................................20

9.   Miscellaneous.................................................................21
</Table>



                                       i
<PAGE>



                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement (this "Agreement") is dated as of
January 22, 2003 by and among Enterprise Products Operating L.P., a Delaware
limited partnership (the "Operating Partnership"), Enterprise Products Partners
L.P., a Delaware limited partnership (the "Partnership"), and Wachovia
Securities, Inc., RBC Dominion Securities Corporation, Scotia Capital (USA)
Inc., SunTrust Capital Markets, Inc., HVB Capital Markets, Inc. and
Tokyo-Mitsubishi International plc (collectively, the "Initial Purchasers").

         This Agreement is entered into in connection with the Purchase
Agreement (the "Purchase Agreement"), dated as of January 16, 2003, by and among
the Operating Partnership, the Partnership, Enterprise Products GP, LLC and the
Initial Purchasers that provides for the sale by the Operating Partnership to
the Initial Purchasers of $350,000,000 aggregate principal amount of the
Operating Partnership's 6.375% Series A Senior Notes due 2013 (the "Notes"). The
Notes will be fully and unconditionally guaranteed on an unsubordinated,
unsecured basis (the "Guarantee") by the Partnership. The Notes and the
Guarantee together are referred to as the "Securities." To induce the Initial
Purchasers to enter into the Purchase Agreement, the Operating Partnership and
the Partnership have agreed to provide the registration rights set forth in this
Agreement for the benefit of the Initial Purchasers and their direct and
indirect transferees and assigns. The execution and delivery of this Agreement
is a condition to the Initial Purchasers' obligations to purchase the Securities
under the Purchase Agreement.

         The parties hereby agree as follows:

1.       Definitions

         As used in this Agreement, the following terms shall have the following
meanings:

         Additional Interest shall have the meaning set forth in Section 4(a).

         Agreement shall have the meaning set forth in the first introductory
paragraph.

         Applicable Period shall have the meaning set forth in Section 2(b).

         Closing Date shall have the meaning given to such term in the Purchase
Agreement.

         Commission means the U.S. Securities and Exchange Commission.

         DTC means The Depository Trust Company.

         Effectiveness Period shall have the meaning set forth in Section 3(a).

         Exchange Act means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder.

         Exchange Notes shall have the meaning set forth in Section 2(a).

         Exchange Offer shall have the meaning set forth in Section 2(a).


<PAGE>



         Exchange Registration Statement shall have the meaning set forth in
Section 2(a).

         Guarantee shall have the meaning set forth in the second introductory
paragraph.

         Holder means any holder of a Registrable Security.

         Indemnified Person shall have the meaning set forth in Section 7(c).

         Indemnifying Person shall have the meaning set forth in Section 7(c).

         Indenture means the Indenture, dated as of March 15, 2000, by and among
the Operating Partnership, as issuer, the Partnership, as guarantor, and
Wachovia Bank, National Association, as successor to First Union National Bank,
as trustee, as amended or supplemented by that certain First Supplemental
Indenture dated as of the Closing Date and as further amended or supplemented
from time to time in accordance with the terms thereof.

         Initial Purchasers shall have the meaning set forth in the second
introductory paragraph.

         Inspectors shall have the meaning set forth in Section 5(n).

         NASD means the National Association of Securities Dealers, Inc.

         Notes shall have the meaning set forth in the second introductory
paragraph.

         Operating Partnership shall have the meaning set forth in the first
introductory paragraph.

         Participant shall have the meaning set forth in Section 7(a).

         Participating Broker-Dealer shall have the meaning set forth in Section
2(b).

         Partnership shall have the meaning set forth in the first introductory
paragraph.

         Person means an individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm or other legal entity.

         Private Exchange shall have the meaning set forth in Section 2(b).

         Private Exchange Notes shall have the meaning set forth in Section
2(b).

         Prospectus means the prospectus included in any Registration Statement,
including any preliminary prospectus and any prospectus as amended or
supplemented by any prospectus supplement, and all other amendments and
supplements to such prospectus with respect to the terms of the offering of any
portion of the Registrable Securities, including post-effective amendments, in
each case including all documents incorporated by reference therein.

         Purchase Agreement shall have the meaning set forth in the second
introductory paragraph.



                                       2
<PAGE>



         Records shall have the meaning set forth in Section 5(n).

         Registrable Securities means each Note (and the related Guarantee),
each Exchange Note (and the related Guarantee) as to which Section 2(c)(ii)(D)
hereof is applicable and each Private Exchange Note (and the related Guarantee),
until the earliest to occur of (a) a Registration Statement (other than, with
respect to any Exchange Note as to which Section 2(c)(ii)(D) hereof is
applicable, the Exchange Registration Statement) covering such Note, Exchange
Note or Private Exchange Note (and, in each case, the related Guarantee), as the
case may be, has been declared effective by the Commission and such Note,
Exchange Note or Private Exchange Note (and, in each case, the related
Guarantee), as the case may be, has been disposed of in accordance with such
effective Registration Statement, (b) such Note, Exchange Note or Private
Exchange Note, as the case may be, is sold in compliance with Rule 144, or is
saleable pursuant to Rule 144(k), (c) such Note has been exchanged for an
Exchange Note pursuant to an Exchange Offer and is entitled to be resold without
complying with the prospectus delivery requirements of the Securities Act and
(d) such Note, Exchange Note or Private Exchange Note (and, in each case, the
related Guarantee), as the case may be, ceases to be outstanding for purposes of
the Indenture.

         Registration Statement means any registration statement of the
Operating Partnership and the Partnership filed with the Commission pursuant to
this Agreement, including, but not limited to, any Exchange Registration
Statement and any Shelf Registration Statement, including the Prospectus and any
amendment or supplement to such registration statement, including all
post-effective amendments and exhibits thereto and documents incorporated by
reference therein.

         Rule 144 means Rule 144 promulgated under the Securities Act, as such
rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the Commission.

         Rule 144A means Rule 144A promulgated under the Securities Act, as such
rule may be amended from time to time, or any similar rule (other than Rule 144)
or regulation hereafter adopted by the Commission.

         Rule 415 means Rule 415 promulgated under the Securities Act, as such
rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.

         Securities shall have the meaning set forth in the second introductory
paragraph.

         Securities Act means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

         Shelf Notice shall have the meaning set forth in Section 2(c)(ii).

         Shelf Registration Statement shall have the meaning set forth in
Section 3(a).

         TIA means the Trust Indenture Act of 1939, as amended.

         Trustee means the trustee under the Indenture.



                                       3
<PAGE>



2.       Exchange Offer

         (a) Exchange Offer Registration Statement. The Operating Partnership
and the Partnership shall file with the Commission, to the extent not prohibited
by any applicable law or applicable interpretation of the staff of the
Commission, a Registration Statement on the appropriate form (the "Exchange
Registration Statement") no later than the 120th day after the Closing Date for
an offer to exchange (the "Exchange Offer") any and all of the Registrable
Securities (other than the Private Exchange Notes, if any) for a like aggregate
principal amount of debt securities of the Operating Partnership (guaranteed by
the Partnership) that are identical in all material respects to the Notes and
the related Guarantees (the "Exchange Notes"). The Exchange Notes shall be
entitled to the benefits of the Indenture or a trust indenture that is identical
in all material respects to the Indenture (other than such changes as are
necessary to comply with any requirements of the Commission to effect or
maintain the qualification thereof under the TIA), except that the Exchange
Notes (other than Private Exchange Notes, if any) shall have been registered
pursuant to an effective Registration Statement under the Securities Act and
shall contain no restrictive legend thereon. The Exchange Offer shall comply
with all applicable tender offer rules and regulations under the Exchange Act.
The Operating Partnership and the Partnership agree to use their respective
reasonable efforts to (i) cause the Exchange Registration Statement to be
declared effective under the Securities Act on or before the 210th day after the
Closing Date; (ii) keep the Exchange Offer open for at least 20 business days
(or longer if required by applicable law) after the date that notice of the
Exchange Offer is first mailed to Holders; provided, that the Exchange Offer
must be consummated no later than 45 business days following the date the
Exchange Registration Statement is first declared effective by the Commission;
and (iii) consummate the Exchange Offer on or prior to the date that is 210 days
plus 45 business days following the Closing Date. If after such Exchange
Registration Statement is declared effective by the Commission, the Exchange
Offer or the issuance of the Exchange Notes thereunder is delayed or suspended
by any stop order, injunction or other order or requirement of the Commission or
any other governmental agency or court, such Exchange Registration Statement
shall be deemed not to have become effective for purposes of this Agreement
during the period of such delay or suspension until the Exchange Offer may
legally resume.

         Each Holder who participates in the Exchange Offer will be required to
make representations in writing to the Operating Partnership and the
Partnership, including representations that any Exchange Notes received by it
will be acquired in the ordinary course of its business, that at the time of the
consummation of the Exchange Offer such Holder will have no arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes in violation of the provisions of the Securities Act and that such Holder
is not an affiliate of the Operating Partnership or the Partnership within the
meaning of the Securities Act and is not acting on behalf of any Persons who
could not truthfully make the foregoing representations. Upon consummation of
the Exchange Offer in accordance with this Section 2, the provisions of this
Agreement shall continue to apply, mutatis mutandis, solely with respect to
Registrable Securities that are Private Exchange Notes and Exchange Notes held
by Participating Broker-Dealers, and the Operating Partnership and the
Partnership shall have no further obligation to register Registrable Securities
(other than Private Exchange Notes and other than in respect of any Exchange
Notes as to which clause 2(c)(ii)(D) hereof applies) pursuant to Section 3
hereof. No securities other than the Exchange Notes shall be included in the
Exchange Registration Statement.



                                       4
<PAGE>



         (b) Plan of Distribution. The Operating Partnership and the Partnership
shall include within the Prospectus contained in the Exchange Registration
Statement a section entitled "Plan of Distribution" that shall contain a summary
statement of the positions taken or policies made by the staff of the Commission
with respect to the potential "underwriter" status of any broker-dealer that is
the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
Exchange Notes received by such broker-dealer in the Exchange Offer (a
"Participating Broker-Dealer"), whether such positions or policies have been
publicly disseminated by the staff of the Commission or such positions or
policies represent the prevailing views of the staff of the Commission. Such
"Plan of Distribution" section shall also expressly permit the use of the
Prospectus by all Persons subject to the prospectus delivery requirements of the
Securities Act, including all Participating Broker-Dealers, and include a
statement describing the means by which Participating Broker-Dealers may resell
the Exchange Notes.

         The Operating Partnership and the Partnership shall use their
respective reasonable efforts to keep the Exchange Registration Statement
effective and to amend and supplement the Prospectus contained therein in order
to permit such Prospectus to be lawfully delivered by all Persons subject to the
prospectus delivery requirements of the Securities Act for such period of time
as is necessary to comply with applicable law in connection with any resale of
the Exchange Notes; provided, however, that such period shall not exceed 210
days after the consummation of the Exchange Offer (or such longer period if
extended pursuant to the last paragraph of Section 5 hereof) (the "Applicable
Period").

         If, prior to consummation of the Exchange Offer, any of the Initial
Purchasers holds any Notes acquired by it and having, or that are reasonably
likely to be determined to have, the status of an unsold allotment in the
initial distribution, the Operating Partnership and the Partnership, upon the
request of any such Initial Purchaser simultaneously with the delivery of the
Exchange Notes in the Exchange Offer, shall issue and deliver to such Initial
Purchaser in exchange (the "Private Exchange") for such Notes held by the
Initial Purchaser a like principal amount of debt securities of the Operating
Partnership guaranteed by the Partnership that are identical in all material
respects to the Exchange Notes (the "Private Exchange Notes") (and that are
issued pursuant to the same indenture as the Exchange Notes), except for the
placement of a restrictive legend on such Private Exchange Notes. If
permissable, the Private Exchange Notes shall bear the same CUSIP number as the
Exchange Notes.

         Interest on the Exchange Notes and the Private Exchange Notes will
accrue from the later of (i) (A) the last interest payment date on which
interest was paid on the Notes surrendered in exchange therefor or (B) if the
Notes are surrendered for exchange on a date in a period which includes the
record date for an interest payment date to occur on or after the date of such
exchange and as to which interest will be paid, the date of such interest
payment date or (ii) if no interest has been paid on the Notes, from the Closing
Date.



                                       5
<PAGE>



         In connection with the Exchange Offer, the Operating Partnership and
the Partnership shall:

                  (1) mail to each Holder a copy of the Prospectus forming part
of the Exchange Registration Statement, together with an appropriate letter of
transmittal and related documents;

                  (2) permit Holders to withdraw tendered Notes at any time
prior to the close of business, New York time, on the last business day on which
the Exchange Offer shall remain open; and

                  (3) otherwise comply in all material respects with all
applicable laws, rules and regulations.

         As soon as practicable after the close of the Exchange Offer or the
Private Exchange, as the case may be, the Operating Partnership and the
Partnership shall:

                  (1) accept for exchange all Notes properly tendered and not
validly withdrawn pursuant to the Exchange Offer or the Private Exchange; and

                  (2) cause the Trustee to authenticate and deliver promptly to
each Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may
be, equal in principal amount to the Notes of such Holder accepted for exchange.

         The Exchange Notes and the Private Exchange Notes may be issued under
the Indenture or an indenture identical in all material respects to the
Indenture, which in either event shall provide that the Exchange Notes shall not
be subject to any transfer restrictions and the Private Exchange Notes shall be
subject to the transfer restrictions set forth or referred to in the restrictive
legend placed on such Private Exchange Notes. The Indenture or such indenture
shall provide that the Exchange Notes, the Private Exchange Notes and the Notes
shall vote and consent together on all matters as one class and that neither the
Exchange Notes, the Private Exchange Notes nor the Notes will have the right to
vote or consent as a separate class on any matter.

         (c) Delivery of Shelf Notice. (i) If, following the date hereof there
is announced a change in Commission policy that in the reasonable opinion of
counsel to the Operating Partnership and the Partnership raises a substantial
question as to whether the Exchange Offer is permitted by applicable federal
law, the Operating Partnership and the Partnership hereby agree to seek a
no-action letter or other favorable decision from the Commission allowing the
Operating Partnership and the Partnership to consummate an Exchange Offer for
the Notes. The Operating Partnership and the Partnership agree to pursue the
issuance of such a decision to the level of the senior staff of the Commission.
In connection with the foregoing, the Operating Partnership and the Partnership
hereby agree to take all such other actions as may be requested by the
Commission or its staff 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 or its staff
an analysis prepared by counsel to the Operating Partnership and the Partnership
setting forth the legal bases, if any, upon which such counsel has concluded
that the Exchange Offer should be permitted and (C) diligently pursuing a
resolution (which need not be favorable) by the Commission or its staff.



                                       6
<PAGE>



               (ii) If, (A) notwithstanding the efforts contemplated above, the
Operating Partnership and the Partnership are not permitted to effect an
Exchange Offer, (B) a Holder of Private Exchange Notes so requests within 20
business days after the consummation of the Private Exchange, (C) because of any
changes in law or in currently prevailing interpretations of the staff of the
Commission, a Holder (other than an Initial Purchaser holding Notes acquired
directly from the Operating Partnership and the Partnership) is not permitted to
participate in the Exchange Offer and requests the Operating Partnership and the
Partnership in writing within 20 business days after the consummation of the
Exchange Offer to have such Holder's Notes included in a Registration Statement,
or (D) in the case of any Holder that participates in the Exchange Offer, such
Holder does not receive Exchange Notes on the date of the exchange that may be
sold without restriction under state and federal securities laws (other than due
solely to the status of such Holder as an affiliate of the Operating Partnership
or the Partnership within the meaning of the Securities Act) and such Holder
requests the Operating Partnership in writing within 20 business days after the
consummation of the Exchange Offer to have such Holder's Notes included in a
Registration Statement, then the Operating Partnership and the Partnership shall
promptly deliver written notice thereof (the "Shelf Notice") to the Trustee and
the affected Holder(s), and shall file a Shelf Registration Statement pursuant
to Section 3 hereof.

3. Shelf Registration Statement

         If a Shelf Notice is delivered as contemplated by Section 2(c)(ii)
hereof, then:

         (a) Shelf Registration Statement. The Operating Partnership and the
Partnership shall file with the Commission a Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415 covering (i) all
of the Registrable Securities not exchanged in the Exchange Offer, (ii) all of
the Private Exchange Notes and (iii) all of the Exchange Notes as to which
Section 2(c)(ii)(D) is applicable (the "Shelf Registration Statement"). The
Operating Partnership and the Partnership shall use their respective reasonable
efforts to file with the Commission the Shelf Registration Statement as soon as
practicable and in any event on or prior to the 90th day after the delivery of
the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or
another appropriate form permitting registration of such Registrable Securities
for resale by Holders in the manner or manners designated by them (but not
including any underwritten offerings). The Operating Partnership and the
Partnership shall not permit any securities other than the Registrable
Securities to be included in the Shelf Registration Statement.

         The Operating Partnership and the Partnership shall use their
respective reasonable efforts to cause the Shelf Registration Statement to be
declared effective under the Securities Act on or prior to the date that is 180
days after delivery of the Shelf Notice and to keep the Shelf Registration
Statement continuously effective under the Securities Act until the date that is
two years from the Closing Date (or such shorter restrictive period as may be
required pursuant to Rule 144(k)) or such shorter period ending when all
Registrable Securities covered by the Shelf Registration Statement have been
sold in the manner set forth and as contemplated in the Shelf Registration
Statement or cease to be outstanding (the "Effectiveness Period"); provided,
however, that the Effectiveness Period in respect of the Shelf Registration
Statement shall be extended to the extent required to permit dealers to comply
with the applicable prospectus delivery requirements of Rule 174 under the
Securities Act and as otherwise provided herein.



                                       7
<PAGE>



         (b) Withdrawal of Stop Orders. If the Shelf Registration Statement
ceases to be effective at any time during the Effectiveness Period due to the
receipt of a stop order from the Commission, the Operating Partnership and the
Partnership shall use their respective reasonable efforts to obtain the prompt
withdrawal of such stop order.

         (c) Supplements and Amendments. The Operating Partnership and the
Partnership shall promptly supplement and amend the Shelf Registration Statement
if required by the Securities Act or if reasonably requested by the Holders of a
majority in aggregate principal amount of the Registrable Securities covered by
such Shelf Registration Statement.

4.       Additional Interest

         (a) The Operating Partnership, the Partnership and the Initial
Purchasers agree that the Holders of Registrable Securities will suffer damages
if the Operating Partnership and the Partnership fail to fulfill their
respective obligations under Section 2 or Section 3 hereof and that it would not
be feasible to ascertain the extent of such damages with precision. Accordingly,
the Operating Partnership and the Partnership agree to pay, as liquidated
damages, additional interest on the Notes ("Additional Interest") under the
circumstances and to the extent set forth below (without duplication):

                  (i) if (A) neither the Exchange Registration Statement nor the
         Shelf Registration Statement has been filed with the Commission on or
         prior to the date that is 120 days after the Closing Date or (B)
         notwithstanding that the Operating Partnership and the Partnership have
         consummated or will consummate the Exchange Offer, the Operating
         Partnership and the Partnership are required to file a Shelf
         Registration Statement and such Shelf Registration Statement is not
         filed on or prior to the 90th day after the delivery of the Shelf
         Notice applicable thereto, then, commencing on the 121st date after the
         Closing Date (in the case of foregoing clause (A)) or on the 91st day
         after the delivery of the Shelf Notice (in the case of foregoing clause
         (B)), Additional Interest shall accrue on the Notes over and above the
         stated interest at a rate of 0.25% per annum;

                  (ii) if (A) the Exchange Registration Statement is not
         declared effective on or prior to the date that is 210 days after the
         Closing Date, or (B) notwithstanding that the Operating Partnership and
         the Partnership have consummated or will consummate the Exchange Offer,
         the Operating Partnership and the Partnership are required to file a
         Shelf Registration Statement and such Shelf Registration Statement is
         not declared effective by the Commission on or prior to the date that
         is 180 days after the delivery of the Shelf Notice in respect of such
         Shelf Registration Statement, then commencing on the 211th day after
         the Closing Date (in the case of foregoing clause (A)) or on the 181st
         day after delivery of the Shelf Notice (in the case of foregoing clause
         (B)), Additional Interest shall accrue on the Notes included or that
         should have been included in such Registration Statement over and above
         the stated interest at a rate of 0.25% per annum; and

                  (iii) if either (A) the Operating Partnership and the
         Partnership have not exchanged Exchange Notes for all Notes validly
         tendered in accordance with the terms of the Exchange Offer on or prior
         to the 45th business day after the date on which the Exchange
         Registration Statement is first declared effective or (B) if
         applicable, a Shelf



                                       8
<PAGE>



         Registration Statement has been declared effective and such Shelf
         Registration Statement ceases to be effective at any time prior to the
         second anniversary of the Closing Date (or such corresponding shorter
         restrictive period, if Rule 144(k) is amended to provide a shorter
         restrictive period) while any Registrable Securities are outstanding,
         then Additional Interest shall accrue over and above the stated
         interest on the Notes at a rate of 0.25% per annum commencing on (x)
         the 46th business day after such effective date of the Exchange
         Registration Statement (in the case of foregoing clause (A) above) or
         (y) the day such Shelf Registration Statement ceases to be effective
         (in the case of foregoing clause (B) above);

provided, however, that (1) the Additional Interest rate on the Notes may not
accrue under more than one of the foregoing clauses (i) through (iii) of this
Section 4(a) at any one time, (2) at no time shall the aggregate amount of
Additional Interest accruing exceed at any one time in the aggregate 0.25% per
annum, (3) no Additional Interest shall accrue if the Operating Partnership and
the Partnership have timely filed an Exchange Offer Registration Statement but
are unable to complete the Exchange Offer pursuant to Section 2(c) and have
timely delivered a Shelf Notice, unless the Operating Partnership and the
Partnership shall thereafter fail to satisfy one or more of the time
requirements specified above in clauses (i) through (iii) of this Section 4(a)
for filing and effectiveness of the Shelf Registration Statement, in which event
Additional Interest as specified above shall accrue, and (4) all Additional
Interest payable on the Notes shall cease to accrue upon the earliest to occur
of (x) the expiration of the second anniversary of the Closing Date or (y) the
expiration of such shorter restrictive period applicable to the Registrable
Securities that may be required pursuant to Rule 144(k); and

provided, further, that (1) upon the filing of the Exchange Registration
Statement or a Shelf Registration Statement (in the case of clause (i) of this
Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement
or the Shelf Registration Statement (in the case of clause (ii) of this Section
4(a)), (3) upon the exchange of Exchange Notes for all Notes tendered (in the
case of clause (iii)(A) of this Section 4(a)), (4) upon the effectiveness of the
applicable Shelf Registration Statement that had ceased to remain effective (in
the case of (iii)(B) of this Section 4(a)) and (5) upon such time as there are
no Registrable Securities outstanding, Additional Interest on the Notes shall
cease to accrue.

         (b) Notification and Payment of Additional Interest. The Operating
Partnership and the Partnership shall notify the Trustee within three business
days after each date on which an event occurs for which Additional Interest is
required to be paid pursuant to Section 4(a). Any amounts of Additional Interest
due pursuant to this Section 4 will be payable in cash semi-annually on each
February 1 and August 1 (to the holders of record on the January 15 and July 15
immediately preceding such dates), commencing with the first such date occurring
after any such Additional Interest commences to accrue. The amount of Additional
Interest will be determined by multiplying the applicable Additional Interest
rate by the principal amount of the Registrable Securities, multiplied by a
fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a 360-day
year consisting of twelve 30-day months and the denominator of which is 360.



                                       9
<PAGE>



5.       Registration Procedures

         In connection with the filing of any Registration Statement pursuant to
Section 2 or 3 hereof, the Operating Partnership and the Partnership shall
effect such registrations to permit the sale of the securities covered thereby
in accordance with the intended method or methods of disposition thereof, and
pursuant thereto and in connection with any Registration Statement filed by the
Operating Partnership and the Partnership hereunder, the Operating Partnership
and the Partnership shall:

         (a) Prepare and file with the Commission on or prior to the 120th day
after the Closing Date (in the case of the Exchange Registration Statement) or
the 90th day after delivery of the Shelf Notice (in the case of the Shelf
Registration Statement), any Registration Statement required by Section 2 or 3
hereof, and use their reasonable efforts to cause each such Registration
Statement to become effective and remain effective as provided herein; provided,
however, that if such filing is pursuant to Section 3 hereof, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Operating Partnership and the Partnership shall furnish to and afford the
Holders of the Registrable Securities covered by such Registration Statement and
their counsel a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein and
all exhibits thereto) proposed to be filed, in each case at least three business
days prior to such filing. The Operating Partnership and the Partnership shall
not file any Registration Statement or Prospectus or any amendments or
supplements thereto if the Holders of a majority in aggregate principal amount
of the Registrable Securities covered by such Registration Statement or their
counsel shall reasonably object on or prior to the third business day following
receipt of a copy of any Registration Statement or Prospectus or any amendment
or supplement thereto proposed to be filed.

         (b) Prepare and file with the Commission such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective for the Effectiveness
Period or the Applicable Period, as the case may be; cause the related
Prospectus to be supplemented by any prospectus supplement required by
applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) promulgated under the Securities Act; and
comply with the provisions of the Securities Act and the Exchange Act applicable
to it with respect to the disposition of all securities covered by such
Registration Statement as so amended or in such Prospectus as so supplemented
and with respect to the subsequent resale of any securities being sold by a
Participating Broker-Dealer covered by any such Prospectus; the Operating
Partnership and the Partnership shall be deemed not to have used their
respective reasonable efforts to keep a Registration Statement effective during
the Applicable Period if either of the Operating Partnership or the Partnership
voluntarily takes any action that would result in selling Holders of the
Registrable Securities covered thereby or Participating Broker-Dealers seeking
to sell Exchange Notes not being able to sell such Registrable Securities or
such Exchange Notes during that period, unless such action is required by
applicable law or unless the Operating Partnership and the Partnership comply
with this Agreement, including without limitation, the provisions of Section
5(k) hereof and the last paragraph of this Section 5.



                                       10
<PAGE>



         (c) If (i) a Shelf Registration Statement is filed pursuant to Section
3 hereof or (ii) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, notify the selling Holders of Registrable
Securities, or each such Participating Broker-Dealer, as the case may be, and
their counsel, promptly (but in any event within two business days) and confirm
such notice in writing:

                  (A) when a Prospectus or post-effective amendment has been
                  filed, and, with respect to a Registration Statement or any
                  post-effective amendment, when the same has become effective
                  under the Securities Act (including in such notice a written
                  statement that any Holder may, upon request, obtain, at the
                  sole expense of the Operating Partnership or the Partnership,
                  one conformed copy of such Registration Statement or
                  post-effective amendment including financial statements and
                  schedules, documents incorporated or deemed to be incorporated
                  by reference and all exhibits);

                  (B) of the issuance by the Commission of any stop order
                  suspending the effectiveness of a Registration Statement or of
                  any order preventing or suspending the use of any Prospectus
                  or the initiation of any proceedings for that purpose;

                  (C) if, at any time when a Prospectus is required by the
                  Securities Act to be delivered in connection with sales of the
                  Registrable Securities or resales of Exchange Notes by
                  Participating Broker-Dealers, the representations and
                  warranties of the Operating Partnership or the Partnership
                  contained in any agreement cease to be true and correct;

                  (D) of the receipt by the Operating Partnership or the
                  Partnership of any notification with respect to the suspension
                  of the qualification or exemption from qualification of a
                  Registration Statement or any of the Registrable Securities or
                  the Exchange Notes to be sold by any Participating
                  Broker-Dealer for offer or sale in any jurisdiction, or the
                  initiation or written threat of any proceeding for such
                  purpose;

                  (E) of the happening of any event, the existence of any
                  condition or any information becoming known that makes any
                  statement made in such Registration Statement or related
                  Prospectus or any document incorporated or deemed to be
                  incorporated therein by reference untrue in any material
                  respect or that requires the making of any changes in or
                  amendments or supplements to such Registration Statement or
                  Prospectus so that, in the case of the Registration Statement,
                  it will not contain any untrue statement of a material fact or
                  omit to state any material fact necessary to make the
                  statements therein not misleading, and that in the case of the
                  Prospectus, it will not contain any untrue statement of a
                  material fact or omit to state any material fact required to
                  be stated therein or necessary to make the statements therein,
                  in the light of the circumstances under which they were made,
                  not misleading;



                                       11
<PAGE>



                  (F) of the Operating Partnership's and Partnership's
                  determination that a post-effective amendment to a
                  Registration Statement would be appropriate; and

                  (G) if at any time when a Prospectus is required by the
                  Securities Act to be delivered in connection with sales of the
                  Registrable Securities or resales of Exchange Notes by
                  Participating Broker-Dealers, the Operating Partnership and
                  the Partnership determine, in their reasonable judgment, after
                  consultation with counsel, that the continued use of the
                  Prospectus would require the disclosure of confidential
                  information or interfere with any financing, acquisition,
                  reorganization or other material transaction involving the
                  Operating Partnership or the Partnership.

         (d) Use their respective reasonable efforts to prevent the issuance of
any order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the use of a Prospectus or suspending the
qualification (or exemption from qualification) of any of the Registrable
Securities or the Exchange Notes for sale in any jurisdiction in the United
States and, if any such order is issued, to use their reasonable efforts to
obtain the withdrawal of any such order.

         (e) If a Shelf Registration Statement is filed pursuant to Section 3
and if requested by the Holders of a majority in aggregate principal amount of
the Registrable Securities being sold in connection with an offering, (i)
promptly incorporate in a Prospectus or post-effective amendment such
information as such Holders or counsel for any of them determine is reasonably
necessary to be included therein, (ii) make all required filings of such
prospectus supplement or such post-effective amendment as soon as practicable
after the Operating Partnership and the Partnership have received notification
of the matters to be incorporated in such Prospectus or post-effective amendment
and (iii) supplement or make amendments to such Registration Statement;
provided, however, that the Operating Partnership and the Partnership shall not
be required to take any action pursuant to this Section 5(e) that would, in the
opinion of counsel for the Operating Partnership and the Partnership, violate
applicable law.

         (f) If (i) a Shelf Registration Statement is filed pursuant to Section
3 hereof or (ii) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, furnish to each selling Holder of
Registrable Securities and to each such Participating Broker-Dealer who so
requests and to their respective counsel at the sole expense of the Operating
Partnership and the Partnership, one conformed copy of such Registration
Statement and each post-effective amendment thereto, including financial
statements and schedules and, if requested, all documents incorporated or deemed
to be incorporated therein by reference and all exhibits.

         (g) If (i) a Shelf Registration Statement is filed pursuant to Section
3 hereof or (ii) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, deliver to each selling Holder of
Registrable Securities, or each such Participating Broker-Dealer, as the case
may be, and their respective counsel, at the sole expense of the Operating
Partnership and the Partnership, as many



                                       12
<PAGE>



copies of such Prospectus and each amendment or supplement thereto and any
documents incorporated by reference therein as such Persons may reasonably
request; and, subject to the last paragraph of this Section 5, the Operating
Partnership and the Partnership hereby consent to the use of such Prospectus and
each amendment or supplement thereto by each of the selling Holders of
Registrable Securities or each such Participating Broker-Dealer, as the case may
be, and the agents, if any, and dealers, if any, in connection with the offering
and sale of the Registrable Securities covered by, or the sale by Participating
Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any
amendment or supplement thereto.

         (h) Prior to any delivery of a Prospectus contained in the Exchange
Registration Statement by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, to use their reasonable efforts to
register or qualify and to cooperate with the selling Holders of Registrable
Securities or each such Participating Broker-Dealer, as the case may be, and
their respective counsel in connection with the registration or qualification
(or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any selling Holder or Participating
Broker-Dealer reasonably requests in writing; provided, however, that where
Exchange Notes held by Participating Broker-Dealers or Registrable Securities
are offered other than through an underwritten offering, the Operating
Partnership and the Partnership agree to cause their counsel to perform Blue Sky
investigations and file registrations and qualifications required to be filed
pursuant to this Section 5(h); use their reasonable efforts to keep each such
registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Exchange Notes held by Participating
Broker-Dealers or the Registrable Securities covered by the applicable
Registration Statement; provided, however, that neither the Operating
Partnership nor the Partnership shall be required to file any general consent to
service of process or to qualify as a foreign corporation or as a securities
dealer in any jurisdiction or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject.

         (i) If a Shelf Registration Statement is filed pursuant to Section 3
hereof, cooperate with the selling Holders of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold, which certificates shall not bear any
restrictive legends and shall be in a form eligible for deposit with DTC; and,
if such Registrable Securities are to be in certificated form, to enable such
Registrable Securities to be in such denominations and registered in such names
as the Holders may reasonably request.

         (j) Use their respective reasonable efforts to cause the Registrable
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 Holders thereof or the Participating Broker-Dealers, if any, to
consummate the disposition of such Registrable Securities, except as may be
required solely as a consequence of the nature of such selling Holder's
business, in which case the Operating Partnership and the Partnership will
cooperate in all reasonable respects with the filing of such Registration
Statement and the granting of such approvals.

         (k) If (1) a Shelf Registration Statement is filed pursuant to Section
3 hereof or (2) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 hereof is



                                       13
<PAGE>



required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
upon the occurrence of any event contemplated by Section 5(c)(v), 5(c)(vi) or
5(c)(vii) hereof, as promptly as practicable (in the case of 5(c)(vii) after
cessation of the transaction referred to therein), prepare and (subject to
Section 5(a) hereof) file with the Commission, at the Operating Partnership's
and Partnership's sole expense, a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Securities being sold thereunder or to the purchasers of the
Exchange Notes to whom such Prospectus will be delivered by a Participating
Broker-Dealer, any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

         (l) Use respective reasonable efforts to cause the Registrable
Securities covered by a Registration Statement or the Exchange Notes, as the
case may be, to be rated with the appropriate rating agencies.

         (m) Prior to the effective date of the first Registration Statement
relating to the Registrable Securities, (i) provide the Trustee with
certificates for, or the form of global note with respect to, the Registrable
Securities or Exchange Notes, as the case may be, in a form eligible for deposit
with DTC and (ii) provide a CUSIP number for the Registrable Securities or
Exchange Notes, as the case may be.

         (n) If (i) a Shelf Registration Statement is filed pursuant to Section
3 hereof or (ii) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, upon reasonable advance notice make
available for inspection by any selling Holder of such Registrable Securities
being sold, or each such Participating Broker-Dealer, as the case may be, and
any attorney, accountant or other agent retained by any such selling Holder or
each such Participating Broker-Dealer, as the case may be (collectively, the
"Inspectors"), at the offices where normally kept, during reasonable business
hours without interfering in the orderly business of the Operating Partnership
or the Partnership, all financial and other relevant records, pertinent
corporate documents and instruments of the Operating Partnership and the
Partnership and their subsidiaries (collectively, the "Records") as shall be
reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the respective officers, directors and employees of
the Operating Partnership and the Partnership and their subsidiaries to supply
all information reasonably requested by any such Inspector in connection with
such Registration Statement. Records that the Operating Partnership and the
Partnership determine, in good faith, to be confidential and any Records that
they notify the Inspectors are confidential shall not be disclosed by the
Inspectors unless (A) the disclosure of such Records is necessary to avoid or
correct a material misstatement or omission in such Registration Statement, (B)
the release of such Records is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction, (C) after giving reasonable prior notice
to the Operating Partnership and the Partnership, disclosure of such information
is, in the opinion of counsel for any Inspector, necessary or advisable in
connection with any action, claim, suit or proceeding, directly or indirectly,
involving or



                                       14
<PAGE>



potentially involving such Inspector and arising out of, based upon, relating to
or involving this Agreement or any transactions contemplated hereby or arising
hereunder or (D) the information in such Records has been made generally
available to the public. Each selling Holder of such Registrable Securities and
each such Participating Broker-Dealer will be required to agree that information
obtained by it as a result of such inspections shall be deemed confidential and
shall not be used by it as the basis for any market transactions in the
securities of the Operating Partnership or the Partnership unless and until such
information is generally available to the public. Each selling Holder of such
Registrable Securities and each such Participating Broker-Dealer will be
required to further agree that it will, upon learning that disclosure of such
Records is sought in a court of competent jurisdiction, give notice to the
Operating Partnership and the Partnership and allow the Operating Partnership
and the Partnership to undertake appropriate action to prevent disclosure of the
Records deemed confidential at the sole expense of Operating Partnership and the
Partnership.

         (o) Provide an indenture trustee for the Registrable Securities or the
Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(a) hereof, as the case may be, to be
qualified under the TIA not later than the effective date of the Exchange Offer
or the first Registration Statement relating to the Registrable Securities; and
in connection therewith, cooperate with the Trustee and the Holders of the
Registrable Securities, to effect such changes to such 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 reasonable efforts to cause such Trustee to
execute, all documents as 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.

         (p) Comply with all applicable rules and regulations of the Commission
and make generally available to its securityholders earning statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no later
than 45 days after the end of any 12-month period (or 90 days after the end of
any 12-month period if such period is a fiscal year) (i) commencing at the end
of any fiscal quarter in which Registrable Securities are sold to underwriters
in a firm commitment or best efforts underwritten offering and (ii) if not sold
to underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Operating Partnership and the Partnership after the
effective date of a Registration Statement, which statements shall cover said
12-month periods.

         (q) If an Exchange Offer or a Private Exchange is to be consummated,
upon delivery of the Registrable Securities by Holders to the Operating
Partnership or the Partnership (or to such other Person as directed by the
Operating Partnership) in exchange for the Exchange Notes or the Private
Exchange Notes, as the case may be, the Operating Partnership or the
Partnership, as the case may be, shall mark, or cause to be marked, on such
Registrable Securities that such Registrable Securities are being cancelled in
exchange for the Exchange Notes or the Private Exchange Notes, as the case may
be; in no event shall such Registrable Securities be marked as paid or otherwise
satisfied.

         (r) Cooperate with each seller of Registrable Securities covered by any
Registration Statement and each Participating Broker-Dealer, if any,
participating in the disposition of such



                                       15
<PAGE>



Registrable Securities and their respective counsel in connection with any
filings required to be made with the NASD.

         (s) Use their respective reasonable efforts to take all other steps
necessary or advisable to effect the registration of the Registrable Securities
covered by a Registration Statement contemplated hereby.

         The Operating Partnership and the Partnership may require each seller
of Registrable Securities as to which any registration is being effected to
furnish to the Operating Partnership and the Partnership such information
regarding such seller and the distribution of such Registrable Securities as the
Operating Partnership and the Partnership may, from time to time, reasonably
request. The Operating Partnership and the Partnership may exclude from such
registration the Registrable Securities of any seller who unreasonably fails to
furnish such information within a reasonable time after receiving such request
and in such event shall have no further obligation under this Agreement
(including, without limitation, obligations under Section 4 hereof) with respect
to such seller or any subsequent holder of such Registrable Securities. Each
seller as to which any Shelf Registration Statement is being effected agrees to
furnish promptly to the Operating Partnership and the Partnership all
information required to be disclosed in order to make the information previously
furnished to the Operating Partnership and the Partnership by such seller not
materially misleading.

         Each Holder of Registrable Securities and each Participating
Broker-Dealer agrees by acquisition of such Registrable Securities or Exchange
Notes to be sold by such Participating Broker-Dealer, as the case may be, that,
upon actual receipt of any notice from the Operating Partnership or the
Partnership of the happening of any event of the kind described in Sections
5(c)(ii), 5(c)(iv), 5(c)(v), 5(c)(vi) or 5(c)(vii) hereof, such Holder will
forthwith discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such Holder
or Participating Broker-Dealer, as the case may be, until such Holder's or
Participating Broker-Dealer's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(k) hereof, or until it is advised
in writing by the Operating Partnership and the Partnership that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto. If the Operating Partnership or the Partnership shall
give any such notice, each of the Effectiveness Period and the Applicable Period
shall be extended by the number of days during such periods from and including
the date of the giving of such notice to and including the date when each seller
of Registrable Securities covered by such Registration Statement or Exchange
Notes to be sold by such Participating Broker-Dealer, as the case may be, shall
have received (i) the copies of the supplemented or amended Prospectus
contemplated by Section 5(k) hereof or (ii) written notice that use of the
applicable Prospectus may be resumed, provided that the Effectiveness Period and
the Applicable Period shall not be extended beyond two years after the Closing
Date.

6.       Registration Expenses

         (a) All fees and expenses incident to the performance of or compliance
with this Agreement by the Operating Partnership and the Partnership shall be
borne by the Operating Partnership and the Partnership whether or not the
Exchange Registration Statement or a Shelf Registration Statement is filed or
becomes effective, including, without limitation, (i) all



                                       16
<PAGE>



registration and filing fees (including, without limitation, fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Securities or Exchange Notes and
determination of the eligibility of the Registrable Securities or Exchange Notes
for investment under the laws of such jurisdictions (x) where the holders of
Registrable Securities are located, in the case of the Exchange Notes, or (y) as
provided in Section 5(h) hereof, in the case of Registrable Securities or
Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable
Period)), (ii) printing and duplicating expenses, including, without limitation,
expenses of preparing certificates for Registrable Securities or Exchange Notes
in a form eligible for deposit with DTC and of printing or duplicating
Prospectuses if the printing of Prospectuses is requested by the Holders of a
majority in aggregate principal amount of the Registrable Securities included in
any Registration Statement or sold by any Participating Broker-Dealer, as the
case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Operating Partnership and the Partnership and
fees and disbursements of special counsel for the sellers of Registrable
Securities (subject to the provisions of Section 6(b) hereof), (v) rating agency
fees, if any, and any fees associated with making the Registrable Securities or
Exchange Notes eligible for trading through DTC, (vi) Securities Act liability
insurance, if the Operating Partnership and the Partnership desire such
insurance, (vii) fees and expenses of all other Persons retained by the
Operating Partnership and the Partnership, (viii) internal expenses of the
Operating Partnership and the Partnership (including, without limitation, all
salaries and expenses of officers and employees of the Operating Partnership and
the Partnership performing legal or accounting duties), (ix) the expense of any
annual audit, (x) the fees and expenses incurred in connection with the listing
of the securities to be registered on any securities exchange, if applicable,
and (xi) the expenses relating to printing, word processing and distributing of
all Registration Statements, underwriting agreements, securities sales
agreements, indentures and any other documents necessary to comply with this
Agreement.

         (b) The Operating Partnership and the Partnership shall (i) reimburse
the Holders of the Registrable Securities being registered in a Shelf
Registration Statement for the reasonable fees and disbursements of not more
than one counsel chosen by the Holders of a majority in aggregate principal
amount of the Registrable Securities to be included in such Registration
Statement, and (ii) reimburse reasonable out-of-pocket expenses (other than
legal expenses) of Holders of Registrable Securities incurred in connection with
the registration and sale of the Registrable Securities pursuant to a Shelf
Registration Statement.

7.       Indemnification

         (a) Each of the Operating Partnership and the Partnership agrees to
indemnify and hold harmless each Holder of Registrable Securities offered
pursuant to a Shelf Registration Statement and each Participating Broker-Dealer
selling Exchange Notes during the Applicable Period, the officers and directors
of each such Person or its affiliates, and each other Person, if any, who
controls any such Person or its affiliates within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act (each, a
"Participant"), from and against any and all losses, claims, damages and
liabilities (including, without limitation, the reasonable legal fees and other
expenses actually incurred in connection with any suit, action or proceeding or
any claim asserted) caused by, arising out of or based upon any untrue statement
or alleged



                                       17
<PAGE>



untrue statement of a material fact contained in any Registration Statement
pursuant to which the offering of such Registrable Securities or Exchange Notes,
as the case may be, is registered (or any amendment thereto) or related
Prospectus (or any amendments or supplements thereto), or caused by, arising out
of or based upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
provided, however, that none of the Operating Partnership or the Partnership
will be required to indemnify a Participant if (i) such losses, claims, damages
or liabilities are caused by any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with information
relating to any Participant furnished to the Operating Partnership and the
Partnership in writing by or on behalf of such Participant expressly for use
therein or (ii) if such Participant sold to the Person asserting the claim the
Registrable Notes or Exchange Notes that are the subject of such claim after
receipt of a notice from the Operating Partnership and the Partnership pursuant
to Sections 5(c)(iv), 5(c)(v), 5(c)(vi) or 5(c)(vii) hereof and prior to receipt
of copies of a supplemented or amended Prospectus contemplated by Section 5(k)
hereof, or written notice from the Operating Partnership and the Partnership
that the use of the applicable Prospectus may be resumed.

         (b) Each Participant shall be required to agree, severally and not
jointly, to indemnify and hold harmless the Operating Partnership and the
Partnership, the Operating Partnership's directors and officers, the
Partnership's directors and officers and each Person who controls the Operating
Partnership and the Partnership within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act and each other Participant to
the same extent as the foregoing indemnity from the Operating Partnership and
the Partnership to each Participant, but only (i) with reference to information
relating to such Participant furnished to the Operating Partnership in writing
by or on behalf of such Participant expressly for use in any Registration
Statement or Prospectus or any amendment or supplement thereto or (ii) with
respect to any untrue statement or representation made by such Participant in
writing to the Operating Partnership. The liability of any Participant under
this paragraph shall in no event exceed the proceeds received by such
Participant from sales of Registrable Securities or Exchange Notes giving rise
to such obligations.

         (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such Person (the "Indemnified Person") shall promptly
notify the Person against whom such indemnity may be sought (the "Indemnifying
Person") in writing, and the Indemnifying Person, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may reasonably designate in such proceeding and shall pay
the reasonable fees and expenses actually incurred by such counsel related to
such proceeding; provided, however, that the failure to so notify the
Indemnifying Person shall not relieve it of any obligation or liability that it
may have hereunder or otherwise (unless and only to the extent that such failure
directly results in the loss or compromise of any material rights or defenses by
the Indemnifying Person and the Indemnifying Person was not otherwise aware of
such action or claim). In any such proceeding, any Indemnified Person shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying



                                       18
<PAGE>



Person and the Indemnified Person shall have mutually agreed in writing to the
contrary, (ii) the Indemnifying Person shall have failed within a reasonable
period of time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is
understood that, unless there exists a conflict among Indemnified Persons, the
Indemnifying Person shall not, in connection with any one such proceeding or
separate but substantially similar related proceedings in the same jurisdiction
arising out of the same general allegations, be liable for the fees and expenses
of more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed
promptly as they are incurred. Any such separate firm for the Participants and
such control Persons of Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Securities and
Exchange Notes sold by all such Participants and any such separate firm for the
Operating Partnership and the Partnership, their respective directors, officers
and such control Persons of the Operating Partnership and the Partnership shall
be designated in writing by the Operating Partnership and the Partnership. The
Indemnifying Person shall not be liable for any settlement of any proceeding
effected without its prior written consent, but if settled with such consent or
if there be a final non-appealable judgment for the plaintiff for which the
Indemnified Person is entitled to indemnification pursuant to this Agreement,
the Indemnifying Person agrees to indemnify and hold harmless each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment. No Indemnifying Person shall, without the prior written consent of the
Indemnified Person (which consent shall not be unreasonably withheld or
delayed), effect any settlement or compromise of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party, and indemnity could have been sought hereunder by such Indemnified
Person, unless such settlement (A) includes an unconditional written release of
such Indemnified Person, in form and substance reasonably satisfactory to such
Indemnified Person, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to an admission of
fault, culpability or failure to act by or on behalf of any Indemnified Person.

         (d) If the indemnification provided for in the first and second
paragraphs of this Section 7 is for any reason unavailable to, or insufficient
to hold harmless, an Indemnified Person in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Person under
such paragraphs, in lieu of indemnifying such Indemnified Person thereunder and
in order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Person or Persons on the one hand and the
Indemnified Person or Persons on the other in connection with the statements or
omissions or alleged statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof). The relative
fault of the parties 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 Operating Partnership and the Partnership on the one hand or
such Participant or such other Indemnified Person, as the case may be, on the
other, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.



                                       19
<PAGE>



         (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Participants were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth above, any reasonable
legal or other expenses actually incurred by such Indemnified Person in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall a
Participant be required to contribute any amount in excess of the amount by
which proceeds received by such Participant from sales of Registrable Securities
or Exchange Notes, as the case may be, exceeds the amount of any damages that
such Participant has otherwise been required to pay or has paid 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 Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

         (f) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the Indemnifying Person to the Indemnified Person as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Operating Partnership and the Partnership
set forth in this Agreement shall remain operative and in full force and effect,
regardless of (i) any investigation made by or on behalf of any Holder or any
Person who controls a Holder, the Operating Partnership and the Partnership,
their respective directors, officers, employees, agents or controlling persons,
and (ii) any termination of this Agreement.

         (g) The indemnity and contribution agreements contained in this Section
7 will be in addition to any liability that the Indemnifying Persons may
otherwise have to the Indemnified Persons referred to above.

8.       Rule 144 and 144A

         Each of the Operating Partnership and the Partnership covenants that it
will file the reports required to be filed by it under the Securities Act and
the Exchange Act and the rules and regulations adopted by the Commission
thereunder in a timely manner in accordance with the requirements of the
Securities Act and the Exchange Act and, if at any time the Operating
Partnership and the Partnership are not required to file such reports, they
will, upon the request of any Holder of Registrable Securities, make available
to any Holder or beneficial owner of Registrable Securities in connection with
any sale thereof and any prospective purchaser of such Registrable Securities
from such Holder or beneficial owner the information required by Rule 144A(d)(4)
under the Securities Act in order to permit resales of such Registrable
Securities pursuant to Rule 144A.



                                       20
<PAGE>



9.       Miscellaneous

         (a) No Inconsistent Agreements. The Operating Partnership and the
Partnership have not entered into, as of the date hereof, and shall not, after
the date of this Agreement, enter into any agreement with respect to any of the
Operating Partnership's or the Partnership's securities that is inconsistent
with the rights granted to the Holders of Registrable Securities in this
Agreement or otherwise conflicts with the provisions hereof. Except as provided
in that certain Registration Rights Agreement dated September 17, 1999 by and
among Tejas Energy, LLC, a Delaware limited liability company, and the
Partnership, the Operating Partnership and the Partnership have not entered and
will not enter into any agreement with respect to any of the Operating
Partnership's or the Partnership's securities that will grant to any Person
piggy-back registration rights with respect to a Registration Statement.

         (b) Adjustments Affecting Registrable Securities. The Operating
Partnership and the Partnership shall not, directly or indirectly, take any
action with respect to the Registrable Securities as a class that would
adversely affect the ability of the Holders of Registrable Securities to include
such Registrable Securities in a registration undertaken pursuant to this
Agreement.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Holders of not less than a majority in aggregate principal amount
of the then outstanding Registrable Securities. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders of Registrable Securities
whose securities are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect, impair, limit or compromise the rights
of other Holders of Registrable Securities may be given by Holders of at least a
majority in aggregate principal amount of the Registrable Securities being sold
by such Holders pursuant to such Registration Statement; provided, however, that
the provisions of this sentence may not be amended, modified or supplemented
except in accordance with the provisions of the immediately preceding sentence.

         (d) Notices. All notices and other communications (including without
limitation any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

         (1)      if to a Holder of the Registrable Securities or any
                  Participating Broker-Dealer, at the most current address, if
                  any, of such Holder or Participating Broker-Dealer, as the
                  case may be, set forth on the records of the registrar under
                  the Indenture, with a copy in like manner to the Initial
                  Purchasers as follows:

                             Wachovia Securities, Inc.
                             Legal Division
                             One Wachovia Center, DC8
                             301 South College Street
                             Charlotte, NC 28288-0630
                             Facsimile No.:  (704) 383-0353
                             Attention:  Laurie Watts, C&IB Practice Group -
                                         Fixed Income Origination



                                       21
<PAGE>



                  with a copy to:

                             Baker Botts L.L.P.
                             One Shell Plaza
                             910 Louisiana Street
                             Houston, Texas  77002-4995
                             Facsimile No.:  (713) 229-1522
                             Attention:  Joshua Davidson

         (2)      if to the Initial Purchasers, at the addresses specified in
                  Section 9(d)(1)

         (3)      if to the Operating Partnership and the Partnership, at the
                  address as follows:

                             Enterprise Products Partners L.P.
                             2727 North Loop West, Suite 700
                             Houston, Texas  77008-1038
                             Facsimile No.:  (713) 880-6570
                             Attention:  Chief Legal Officer

                  with a copy to:

                             Vinson & Elkins L.L.P.
                             1001 Fannin St.
                             Houston, Texas 77002-6760
                             Facsimile No.:  (713) 615-5282
                             Attention: Mickey Finch

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; one business day after
being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

         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 and in the manner specified in the Indenture.

         (e) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto;
provided, however, that this Agreement shall not inure to the benefit of or be
binding upon a successor or assign of a Holder unless and to the extent such
successor or assign holds Registrable Securities.



                                       22
<PAGE>



         (f) 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.

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

         (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF THE STATE OF NEW YORK SITTING
IN NEW YORK COUNTY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT.

         (i) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

         (j) Notes Held by the Operating Partnership and the Partnership or
their Affiliates. Whenever the consent or approval of Holders of a specified
percentage of Registrable Securities is required hereunder, Registrable
Securities held by the Operating Partnership and the Partnership or their
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

         (k) Third Party Beneficiaries; Limitations on Remedies. Holders of
Registrable Securities and Participating Broker-Dealers are intended third party
beneficiaries of this Agreement and this Agreement may be enforced by such
Persons. The receipt of Additional Interest pursuant to Section 4(a) shall be
the sole monetary remedy available to Holders for the failure of the Operating
Partnership or the Partnership to meet the registration obligations set forth
herein for Registrable Securities.

         (l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Initial Purchasers on
the one hand and the Operating Partnership and the Partnership on the other, or
between or among any agents, representatives, parents, subsidiaries, affiliates,
predecessors in interest or successors in interest with respect to the subject
matter hereof and thereof are merged herein and replaced hereby.



                                       23
<PAGE>



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


                                          For the Operating Partnership:

                                     ENTERPRISE PRODUCTS OPERATING L.P.

                                          By: Enterprise Products GP, LLC, its
                                              general partner



                                     By: /s/ Michael A. Creel
                                         Name:  Michael A. Creel
                                         Title: Executive Vice President


                                         For the Partnership:

                                     ENTERPRISE PRODUCTS PARTNERS L.P.

                                         By: Enterprise Products GP, LLC, its
                                             general partner


                                     By: /s/ Michael A. Creel
                                          Name:  Michael A. Creel
                                          Title: Executive Vice President



                                       24
<PAGE>



                                         For the Initial Purchasers:

                                     WACHOVIA SECURITIES, INC.



                                     By:  /s/ Keith Mauney
                                          Name:  Keith Mauney
                                          Title: Managing Director



                                     RBC DOMINION SECURITIES CORPORATION



                                     By: /s/ Simon Ling
                                         Name:  Simon Ling
                                         Title: Managing Director



                                     SCOTIA CAPITAL (USA) INC.



                                     By: /s/ Frank Pinon
                                         Name:  Frank Pinon
                                         Title: Managing Director



                                       25
<PAGE>



                                      SUNTRUST CAPITAL MARKETS, INC.



                                      By: /s/ Jim Stathis
                                          Name:  Jim Stathis
                                          Title: Managing Director



                                      HVB CAPITAL MARKETS, INC.



                                      By: /s/ Thomas Savino
                                          Name:  Thomas Savino
                                          Title: Chief Financial Officer



                                      TOKYO-MITSUBISHI INTERNATIONAL PLC



                                      By: /s/ Toshio Fujimoto
                                          Name:  Toshio Fujimoto
                                          Title: Managing Director






                                       26