<PAGE>   1
                                                                     EXHIBIT 4.3

                                                                  Conformed Copy



                       KINDER MORGAN ENERGY PARTNERS, L.P.

                $200,000,000 FLOATING RATE SENIOR NOTES DUE 2002

                      $200,000,000 8% SENIOR NOTES DUE 2005

                      ------------------------------------


                          REGISTRATION RIGHTS AGREEMENT


                                                                  March 22, 2000

Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated & Co.
Banc of America Securities LLC
First Union Securities, Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York  10004

Ladies and Gentlemen:

         Kinder Morgan Energy Partners, L.P., a Delaware limited partnership
(the "Partnership"), proposes to issue and sell to you (the "Purchasers") upon
the terms and subject to the conditions set forth in the Purchase Agreement (as
defined herein) an aggregate of $200,000,000 principal amount of its Floating
Rate Senior Notes due 2002 and an aggregate of $200,000,000 principal amount of
its 8% Senior Notes due 2005. As an inducement to the Purchasers to enter into
the Purchase Agreement and in satisfaction of a condition to the obligations of
the Purchasers thereunder, the Partnership agrees with the Purchasers for the
benefit of holders (as defined herein) from time to time of the Registrable
Securities (as defined herein) as follows:

SECTION 1. Certain Definitions.

         For purposes of this Registration Rights Agreement, the following terms
shall have the following respective meanings:

         "Additional Interest" shall have the meaning assigned thereto in
Section 2(c) hereof.

         "Additional Interest Event" shall have the meaning assigned thereto in
Section 2(c) hereof.


<PAGE>   2

         The term "broker-dealer" shall mean any broker or dealer registered
with the Commission under the Exchange Act.

         "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law, executive order or regulation to close.

         "Closing Date" shall mean the date on which the Securities (as defined
herein) are initially issued.

         "Commission" shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.

         "Conduct Rules" shall have the meaning assigned thereto in Section
3(c)(xix) hereof.

         "Effective Time", in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange Registration
Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean
the time and date as of which the Commission declares the Shelf Registration
Statement effective or as of which the Shelf Registration Statement otherwise
becomes effective.

         "Electing Holder" shall mean any holder of Registrable Securities that
has returned a completed and signed Notice and Questionnaire to the Partnership
in accordance with Section 3(c)(ii) or 3(c)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934 , or any
successor statute thereto, in each case as amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
Section 3(b) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
Section 2(a) hereof.

         "Exchange Series" shall have the meaning assigned thereto in Section
2(a) hereof.

         "holder" shall mean each of the Purchasers and each other person who
acquires Registrable Securities from time to time (including any successors or
assigns), in each case for so long as such person owns any Registrable
Securities.


                                       2

<PAGE>   3

         "Indenture" shall mean the Indenture, dated as of March 22, 2000,
between the Partnership and First Union National Bank, as Trustee, as the same
shall be amended from time to time.

         "NASD" shall have the meaning assigned thereto in Section 3(c)(xix)
hereof.

         "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.

         "Partnership" shall mean Kinder Morgan Energy Partners, L.P., a
Delaware limited partnership.

         "person" shall mean any individual, corporation, partnership (whether
general or limited), joint venture, limited liability company, association,
joint stock company, trust, other entity, unincorporated organization or
government or any agency or political subdivision thereof or governmental
agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
March 17, 2000, between the Partnership and Goldman, Sachs & Co., as
representative of the Purchasers relating to the Securities, as the same shall
be amended from time to time.

         "Purchasers" shall mean, collectively, Goldman, Sachs & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and
First Union Securities, Inc.

         "Registrable Securities" shall mean the Securities; provided, however,
that a Security shall cease to be a Registrable Security when (i) in the
circumstances contemplated by Section 2(a) hereof, the Security has been
exchanged for an Exchange Security in an Exchange Offer as contemplated in
Section 2(a) hereof (provided, that any Exchange Security that, pursuant to the
last two sentences of Section 2(a) hereof, is included in a prospectus for use
in connection with resales by broker-dealers shall be deemed to be a Registrable
Security until resale of such Registrable Security has been effected within the
90-day period referred to in Section 2(a) hereof); (ii) in the circumstances
contemplated by Section 2(b) hereof, a Shelf Registration Statement registering
such Security under the Securities Act has been declared or becomes effective
and such Security has been sold or otherwise transferred by the holder thereof
pursuant to and in a manner contemplated by such effective Shelf Registration
Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances
in which any legend borne by such Security relating to restrictions on
transferability thereof, under the Securities Act or otherwise, is removed by
the Partnership or pursuant to the Indenture; (iv) such Security is eligible to
be sold pursuant to paragraph (k) of Rule 144 (or any similar provision then in
effect); or (v) such Security shall cease to be outstanding.

         "Registration Expenses" shall have the meaning assigned thereto in
Section 4 hereof.

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
hereof.


                                       3
<PAGE>   4

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
Partnership within the meaning of Rule 405, (ii) a holder who acquires Exchange
Securities outside the ordinary course of such holder's business, (iii) a holder
who has arrangements or understandings with any person to participate in the
Exchange Offer for the purpose of distributing Exchange Securities and (iv) a
holder that is a broker-dealer, but only with respect to Exchange Securities
received by such broker-dealer pursuant to the Exchange Offer in exchange for
Registrable Securities acquired by the broker-dealer directly from the
Partnership.

         "Rule 144", "Rule 405" and "Rule 415" shall mean, in each case, such
rule promulgated under the Securities Act (or any successor provision), as the
same shall be amended from time to time.

         "Rule 144(k) Holding Period" shall have the meaning assigned thereto in
Section 2(b) hereof.

         "Securities" shall mean, collectively, the Floating Rate Senior Notes
due 2002 and the 8% Senior Notes due 2005 of the Partnership to be issued and
sold to the Purchasers.

         "Securities Act" shall mean the Securities Act of 1933, or any
successor statute thereto, as the same shall be amended from time to time.

         "Series" shall mean a series of the Securities or the Exchange
Securities, as the case may be.

         "Series of Exchange Securities" shall have the meaning assigned thereto
in Section 2(a) hereof.

         "Shelf Registration" shall have the meaning assigned thereto in Section
2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
in Section 2(b) hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
any successor statute thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Registration Rights Agreement, and the words "herein", "hereof" and "hereunder"
and other words of similar import refer to this Registration Rights Agreement as
a whole and not to any particular Section or other subdivision.


                                       4
<PAGE>   5

SECTION 2. Registration Under the Securities Act.

                  (a) Except as set forth in Section 2(b) below, the Partnership
agrees to use its reasonable efforts to file under the Securities Act, as soon
as practicable, but no later than 90 days after the Closing Date, a single
registration statement relating to an offer to exchange (such registration
statement, the "Exchange Registration Statement" and, such offer, the "Exchange
Offer") any and all of the Securities of each Series for a like aggregate
principal amount of debt securities issued by the Partnership, which debt
securities will be substantially identical to the Securities of such Series (and
will be entitled to the benefits of a trust indenture that will be substantially
identical to the Indenture or is the Indenture and that will be qualified under
the Trust Indenture Act), except that such new debt securities will have been
registered pursuant to an effective registration statement under the Securities
Act, will not be subject to transfer restrictions or registration rights and
will not be entitled to the benefit of provisions for the Additional Interest
contemplated in Section 2(c) below (such new debt securities hereinafter called
"Exchange Securities" and each Series thereof an "Exchange Series" or a "Series
of Exchange Securities"). The Partnership agrees to use its reasonable efforts
to cause the Exchange Registration Statement to become effective under the
Securities Act as soon as practicable, but no later than 180 days after the
Closing Date. The Exchange Offer will be registered under the Securities Act on
the appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act. The Partnership further agrees to use its
reasonable efforts to commence and complete the Exchange Offer promptly, but no
later than 45 Business Days after such Exchange Registration Statement has
become effective, to hold the Exchange Offer open for at least 30 days and to
exchange each Series of Exchange Securities for all Registrable Securities of
the same Series that have been properly tendered and not withdrawn on or prior
to the expiration of the Exchange Offer. The Exchange Offer shall be deemed to
have been completed upon the earlier to occur of (i) the Partnership having
exchanged Exchange Securities for all outstanding Registrable Securities of the
comparable Series that are properly tendered and not withdrawn pursuant to the
Exchange Offer and (ii) the Partnership having exchanged, pursuant to the
Exchange Offer, Exchange Securities for all Registrable Securities of the
comparable Series that have been properly tendered and not withdrawn before the
expiration of the Exchange Offer, which shall be on a date that is at least 30
days following the commencement of the Exchange Offer. The Partnership agrees
(x) to include in the Exchange Registration Statement a prospectus for use in
any resales by any holder of Exchange Securities that is a broker-dealer and (y)
to keep such Exchange Registration Statement effective for a period (the "Resale
Period") beginning when Exchange Securities are first issued in the Exchange
Offer and ending upon the earlier of the expiration of the 90th day after the
Exchange Offer has been completed or such time as such broker-dealers no longer
own any Registrable Securities. With respect to such Exchange Registration
Statement, such holders shall have the benefit of the rights of indemnification
and contribution set forth in Sections 5(a), (c), (d) and (e) hereof.

                  (b) If (i) the Partnership determines that the Exchange
Registration Statement is not available or the Exchange Offer may not be
consummated because it would violate applicable law or the applicable
interpretations of the staff of the Commission, (ii) the Exchange


                                       5
<PAGE>   6

Offer has not been completed within 180 days plus 45 Business Days following the
Closing Date or (iii) in the opinion of counsel for the Purchasers, under
applicable law or the applicable interpretations of the staff of the Commission,
the Purchasers are not entitled to tender Securities in the Exchange Offer or
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any offering or sale of Registrable
Securities, the Partnership shall, in lieu of conducting the Exchange Offer
contemplated by Section 2(a) hereof, use its reasonable efforts to file under
the Securities Act, as soon as practicable after the time such obligation to
file arises, a "shelf" registration statement providing for the registration of,
and the sale on a continuous or delayed basis by the holders of, all of the
Registrable Securities, pursuant to Rule 415 or any similar rule that may be
adopted by the Commission (such filing, the "Shelf Registration" and, such
registration statement, the "Shelf Registration Statement"). The Partnership
agrees to use its reasonable efforts to cause the Shelf Registration Statement
to become or be declared effective and to keep such Shelf Registration Statement
continuously effective for a period ending on the earlier of the second
anniversary of the Closing Date or, if Rule 144(k) is amended to provide a
shorter restrictive period, such shorter period (the "Rule 144(k) Holding
Period") or such time as there are no longer any Registrable Securities
outstanding; provided, however, that no holder shall be entitled to be named as
a selling securityholder in the Shelf Registration Statement or to use the
prospectus forming a part thereof for resales of Registrable Securities unless
such holder is an Electing Holder, and furnishes to the Partnership in writing,
within 20 days after receipt of a request therefor, such information with
respect to such Electing Holder required under Regulation S-K under the Act as
the Partnership may reasonably request for use in connection with any Shelf
Registration Statement or Prospectus or preliminary prospectus included therein.
No Electing Holder shall be entitled to Additional Interest pursuant to Section
2(c) hereof unless and until such Electing Holder shall have used its reasonable
efforts to provide all such reasonably requested information. Each Electing
Holder as to which any Shelf Registration Statement is being effected agrees to
furnish promptly to the Partnership all information required to be disclosed in
order to make the information previously furnished to the Partnership by such
Electing Holder not materially misleading. The Partnership further agrees to
supplement or make amendments to the Shelf Registration Statement, as and when
required by the rules, regulations or instructions applicable to the
registration form used by the Partnership for such Shelf Registration Statement
or by the Securities Act or rules and regulations thereunder for shelf
registration, and the Partnership agrees to furnish to each Electing Holder
copies of any such supplement or amendment promptly after its being used
following its filing with the Commission.

                  (c) The Partnership agrees to pay additional interest (the
"Additional Interest") upon the occurrence of any of the following events (each
such event, an "Additional Interest Event"):

                           (i) if the Exchange Registration Statement or Shelf
         Registration Statement is not filed within 90 days following the
         Closing Date, then commencing on the 91st day after the Closing Date,
         Additional Interest shall accrue on the Securities over and above the
         otherwise applicable interest rate at a rate of 0.25% per year; or



                                       6
<PAGE>   7

                           (ii) if an Exchange Registration Statement or Shelf
         Registration Statement is filed and is not declared effective within
         180 days following the Closing Date, then commencing on the 181st day
         after the Closing Date, Additional Interest shall accrue on the
         Securities over and above the otherwise applicable interest rate at a
         rate of 0.25% per year; or

                           (iii) if either (A) the Partnership has not exchanged
         Exchange Securities of either Series for all Securities of the same
         Series validly tendered in accordance with the terms of the Exchange
         Offer on or prior to 45 Business Days after the date on which the
         Exchange Registration Statement was declared effective, or (B) the
         Shelf Registration Statement has been declared effective, but such
         Shelf Registration Statement ceases to be effective at any time (I)
         prior to the expiration of the Rule 144(k) Holding Period and (II)
         while Registrable Securities are outstanding, then Additional Interest
         shall accrue on the Securities over and above the otherwise applicable
         interest rate at a rate of 0.25% per year commencing on the (x) 46th
         Business Day after such effective date, in the case of (A) above, or
         (y) the day the Shelf Registration Statement ceases to be effective, in
         the case of (B) above;

provided, however, that the circumstances under which the Partnership may be
required to pay Additional Interest are not cumulative and the rate at which
Additional Interest accrues on the Securities shall never exceed 0.25% per year;
and, provided further, that Additional Interest on the Securities shall cease to
accrue upon the earlier of (i) when all Additional Interest Events have been
cured or (ii) upon the expiration of the Rule 144(k) Holding Period. For
purposes of clarifying the foregoing provisions, Additional Interest shall not
accrue at any time that there are no Registrable Securities outstanding.

         All accrued Additional Interest shall be payable, in the manner
provided for the payment of interest in the Indenture and the Securities, on
each applicable Interest Payment Date (as defined in the Indenture).

                  (d) The Partnership shall take all actions reasonably
necessary to be taken by it to ensure that the transactions contemplated herein
are effected as so contemplated.

                  (e) Any reference herein to a registration statement as of any
time shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.


                                       7
<PAGE>   8

SECTION 3. Registration Procedures.

         If the Partnership files a registration statement pursuant to Section
2(a) or Section 2(b) hereof, the following provisions shall apply:

                  (a) At or before the Effective Time of the Exchange
Registration or the Shelf Registration, as the case may be, the Partnership
shall qualify the Indenture under the Trust Indenture Act.

                  (b) In connection with the Partnership's obligations with
respect to the registration of Exchange Securities as contemplated by Section
2(a) hereof (the "Exchange Registration"), if applicable, the Partnership shall,
as soon as practicable (or as otherwise specified):

                           (i) use its reasonable efforts to prepare and file
         with the Commission, as soon as practicable, but no later than 90 days
         after the Closing Date, an Exchange Registration Statement on any form
         that may be utilized by the Partnership and that shall permit the
         Exchange Offer and resales of Exchange Securities by broker-dealers
         during the Resale Period to be effected as contemplated by Section 2(a)
         hereof, and use its reasonable efforts to cause such Exchange
         Registration Statement to become effective as soon as practicable
         thereafter, but no later than 180 days following the Closing Date;

                           (ii) as soon as practicable prepare and file with the
         Commission such amendments and supplements to such Exchange
         Registration Statement and the prospectus included therein as may be
         necessary to effect and maintain the effectiveness of such Exchange
         Registration Statement for the periods and purposes contemplated in
         Section 2(a) hereof and as may be required by the applicable rules and
         regulations of the Commission and the instructions applicable to the
         form of such Exchange Registration Statement, and promptly provide each
         broker-dealer holding Exchange Securities with such number of copies of
         the prospectus included therein (as then amended or supplemented), in
         conformity in all material respects with the requirements of the
         Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder, as such broker-dealer
         reasonably may request prior to the expiration of the Resale Period,
         for use in connection with resales of Exchange Securities;

                           (iii) promptly notify each broker-dealer that has
         requested or received copies of the prospectus included in such
         registration statement and, if requested by such broker-dealer, confirm
         such advice in writing, (A) when such Exchange Registration Statement
         or the prospectus included therein or any prospectus amendment or
         supplement or post-effective amendment has been filed, and, with
         respect to such Exchange Registration Statement or any post-effective
         amendment, when the same has become effective, (B) of any request by
         the Commission for amendments or supplements to such Exchange
         Registration Statement or prospectus or for additional information, (C)
         of the


                                       8
<PAGE>   9

         issuance by the Commission of any stop order suspending the
         effectiveness of such Exchange Registration Statement or the initiation
         or threatening of any proceedings for that purpose, (D) of the receipt
         by the Partnership of any notification with respect to the suspension
         of the qualification of the Exchange Securities for sale in any
         jurisdiction or the initiation or threatening of any proceeding for
         such purpose, or (E) if at any time during the Resale Period when a
         prospectus is required to be delivered under the Securities Act, that
         such Exchange Registration Statement, prospectus, prospectus amendment
         or supplement or post-effective amendment does not conform in all
         material respects to the applicable requirements of the Securities Act
         and the Trust Indenture Act and the rules and regulations of the
         Commission thereunder or contains an untrue statement of a material
         fact or omits to state any material fact required to be stated therein
         or necessary to make the statements therein not misleading in light of
         the circumstances then existing;

                           (iv) in the event that the Partnership would be
         required, pursuant to Section 3(b)(iii)(E) above, to notify any
         broker-dealers holding Exchange Securities, it will use its reasonable
         efforts to prepare and furnish to each such holder a reasonable number
         of copies of a prospectus supplemented or amended so that, as
         thereafter delivered to purchasers of such Exchange Securities during
         the Resale Period, such prospectus shall conform in all material
         respects to the applicable requirements of the Securities Act and the
         Trust Indenture Act and the rules and regulations of the Commission
         thereunder and shall not contain an untrue statement of a material fact
         or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading in light of the
         circumstances then existing. Each broker-dealer agrees that upon
         receipt of any notice from the Partnership pursuant to Section
         3(b)(iii)(E) hereof, such broker-dealer shall forthwith discontinue the
         disposition of Exchange Securities pursuant to the Exchange
         Registration Statement applicable to such Exchange Securities until
         such broker-dealer shall have received copies of such amended or
         supplemented prospectus and, if so directed by the Partnership, such
         broker-dealer shall deliver to the Partnership (at the Partnership's
         expense) all copies of the prospectus covering such Exchange Securities
         then in such broker-dealers' possession for the purpose of making
         offers of Exchange Securities;

                           (v) use its reasonable efforts to obtain the
         withdrawal of any order suspending the effectiveness of such Exchange
         Registration Statement or any post-effective amendment thereto at the
         earliest practicable date;

                           (vi) use its reasonable efforts to (A) register or
         qualify the Exchange Securities under the securities laws or blue sky
         laws of such jurisdictions as any holder of Exchange Securities shall
         reasonably request in writing no later than the commencement of the
         Exchange Offer, (B) keep such registrations or qualifications in effect
         and comply with such laws so as to permit the continuance of offers,
         sales and dealings therein in such jurisdictions until the expiration
         of the Resale Period and (C) take any and all other actions as may be
         reasonably necessary to enable each broker-dealer holding Exchange
         Securities to consummate the disposition thereof in such jurisdictions
         under the securities laws or



                                       9
<PAGE>   10

         blue sky laws of such jurisdictions; provided, however, that the
         Partnership shall not be required for any such purpose to (1) qualify
         as a foreign partnership or as a dealer in securities in any
         jurisdiction wherein it would not otherwise be required to qualify but
         for the requirements of this Agreement, (2) consent to general service
         of process in any such jurisdiction or subject itself to taxation in
         any such jurisdiction if it is not already so subject or (3) make any
         changes to its certificate of limited partnership or its agreement of
         limited partnership or any agreement between it and its unitholders;

                           (vii) use its reasonable efforts to obtain the
         consent or approval of each governmental agency or authority, whether
         federal, state or local, that may be required to effect the Exchange
         Registration, the Exchange Offer and the offering and sale of Exchange
         Securities by broker-dealers during the Resale Period;

                           (viii) provide a CUSIP number for each series of
         Exchange Securities, not later than the applicable Effective Time;

                           (ix) comply with all applicable rules and regulations
         of the Commission, and make generally available to its securityholders
         as soon as practicable, but no later than 18 months after the effective
         date of such Exchange Registration Statement, an earnings statement of
         the Partnership and its subsidiaries complying with Section 11(a) of
         the Securities Act (including, at the option of the Partnership, Rule
         158 thereunder).

         As a condition to its participation in the Exchange Offer pursuant to
the terms of this Agreement, each Electing Holder shall furnish, upon the
request of the Partnership, prior to the consummation thereof, a written
representation to the Partnership (which may be contained in the letter of
transmittal contemplated by the Exchange Registration) to the effect that (A) it
is not an affiliate of the Partnership, (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 Exchange Securities to be issued in the
Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary
course of business. In addition, although Electing Holders shall otherwise
cooperate in the Partnership's preparation for the Exchange Offer. Each Electing
Holder hereby acknowledges and agrees that any broker-dealer who purchases the
Securities from the Partnership to resell pursuant to Rule 144A or any other
available exemption under the Securities Act or any Electing Holder who is an
affiliate of the Partnership or who intends to use the Exchange Offer to
participate in a distribution of the Exchange Securities to be acquired in the
Exchange Offer (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, (2)
will not be entitled to tender Securities in the Exchange Offer, and (3) must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any sale or transfer of the Securities unless
such sale or transfer is made pursuant to any exemption from such requirements.


                                       10
<PAGE>   11

                  (c) In connection with the Partnership's obligations with
respect to the Shelf Registration, if applicable, the Partnership shall, as soon
as practicable (or as otherwise specified):

                           (i) use its reasonable efforts to prepare and file
         with the Commission a Shelf Registration Statement on any form that may
         be utilized by the Partnership and that shall register all of the
         Registrable Securities for resale by the holders thereof in accordance
         with such method or methods of disposition as may be specified by such
         of the holders as, from time to time, may be Electing Holders and use
         its reasonable efforts to cause such Shelf Registration Statement to
         become effective;

                           (ii) not less than 30 days prior to the Effective
         Time of the Shelf Registration Statement, mail the Notice and
         Questionnaire to the holders of Registrable Securities; no holder shall
         be entitled to be named as a selling securityholder in the Shelf
         Registration Statement as of the Effective Time, and no holder shall be
         entitled to use the prospectus forming a part thereof for resales of
         Registrable Securities at any time, unless such holder has returned a
         completed and signed Notice and Questionnaire to the Partnership by the
         deadline for response set forth therein; provided, however, holders of
         Registrable Securities shall have at least 20 days from the date on
         which the Notice and Questionnaire is first mailed to such holders to
         return a completed and signed Notice and Questionnaire to the
         Partnership;

                           (iii) after the Effective Time of the Shelf
         Registration Statement, upon the request of any holder of Registrable
         Securities that is not then an Electing Holder, promptly send a Notice
         and Questionnaire to such holder; provided, that the Partnership shall
         not be required to take any action to name such holder as a selling
         securityholder in the Shelf Registration Statement or to enable such
         holder to use the prospectus forming a part thereof for resales of
         Registrable Securities until such holder has returned a completed and
         signed Notice and Questionnaire to the Partnership; and, provided
         further, that the Partnership shall not be required to file an
         amendment to such Shelf Registration Statement for the sole reason of
         naming such holder as a selling securityholder in the Shelf
         Registration Statement;

                           (iv) as soon as practicable prepare and file with the
         Commission such amendments and supplements to such Shelf Registration
         Statement and the prospectus included therein as may be necessary to
         effect and maintain the effectiveness of such Shelf Registration
         Statement for the period specified in Section 2(b) hereof and as may be
         required by the applicable rules and regulations of the Commission and
         the instructions applicable to the form of such Shelf Registration
         Statement, and furnish to the Electing Holders copies of any such
         supplement or amendment simultaneously with or prior to its being used
         or filed with the Commission;

                           (v) comply with the provisions of the Securities Act
         with respect to the disposition of all of the Registrable Securities
         covered by such Shelf Registration


                                       11
<PAGE>   12

         Statement in accordance with the intended methods of disposition by the
         Electing Holders provided for in such Shelf Registration Statement;

                           (vi) provide (A) the Electing Holders, (B) the
         underwriters (which term, for purposes of this Registration Rights
         Agreement, shall include a person deemed to be an underwriter within
         the meaning of Section 2(a)(11) of the Securities Act), if any,
         thereof, (C) any sales or placement agent therefor, (D) counsel for any
         such underwriter or agent and (E) not more than one counsel for all the
         Electing Holders the opportunity to participate in the preparation of
         such Shelf Registration Statement, each prospectus included therein or
         filed with the Commission and each amendment or supplement thereto;

                           (vii) for a reasonable period prior to the filing of
         such Shelf Registration Statement, and throughout the period specified
         in Section 2(b) hereof, make available at reasonable times at the
         Partnership's principal place of business or such other reasonable
         place for inspection by the persons referred to in Section 3(c)(vi)
         hereof who shall certify to the Partnership that they have a current
         intention to sell the Registrable Securities pursuant to the Shelf
         Registration such financial and other information and books and records
         of the Partnership, and reasonably cause the officers, employees,
         counsel and independent certified public accountants of the Partnership
         to respond to such inquiries, as shall be reasonably necessary to
         conduct a reasonable investigation within the meaning of Section 11 of
         the Securities Act; provided, however, that each such party shall be
         required to maintain in confidence and not to disclose to any other
         person any information or records considered by the Partnership in good
         faith as being confidential, until such time as (A) such information
         becomes a matter of public record (whether by virtue of its inclusion
         in such Shelf Registration Statement or otherwise), or (B) such person
         shall be required so to disclose such information pursuant to a
         subpoena or order of any court or other governmental agency or body
         having jurisdiction over the matter (subject to the requirements of
         such order, and only after such person shall have given the Partnership
         prompt prior written notice of such requirement), or (C) such
         information is required, as determined by the Partnership in good faith
         and its counsel, to be set forth in such Shelf Registration Statement
         or the prospectus included therein or in an amendment to such Shelf
         Registration Statement or an amendment or supplement to such prospectus
         in order that such Shelf Registration Statement, prospectus, amendment
         or supplement, as the case may be, complies with applicable
         requirements of the federal securities laws and the rules and
         regulations of the Commission thereunder and does not contain an untrue
         statement of a material fact or omit to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing;

                           (viii) promptly notify each of the Electing Holders,
         any sales or placement agent therefor and any underwriter thereof
         (which notification may be made through any managing underwriter that
         is a representative of such underwriter for such purpose) and, if
         requested by such Holders, agents or underwriters, confirm such advice
         in writing,


                                       12
<PAGE>   13

         (A) when such Shelf Registration Statement or the prospectus included
         therein or any prospectus amendment or supplement or post-effective
         amendment has been filed, and, with respect to such Shelf Registration
         Statement or any post-effective amendment, when the same has become
         effective, (B) of any request by the Commission for amendments or
         supplements to such Shelf Registration Statement or prospectus or for
         additional information, (C) of the issuance by the Commission of any
         stop order suspending the effectiveness of such Shelf Registration
         Statement or the initiation or threatening of any proceedings for that
         purpose, (D) of the receipt by the Partnership of any notification with
         respect to the suspension of the qualification of the Registrable
         Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose, or (E) if at any time
         when a prospectus is required to be delivered under the Securities Act,
         that such Shelf Registration Statement, prospectus, prospectus
         amendment or supplement or post-effective amendment does not conform
         in all material respects to the applicable requirements of the
         Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder or contains an untrue
         statement of a material fact or omits to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing;

                           (ix) use its reasonable efforts to obtain the
         withdrawal of any order suspending the effectiveness of such Shelf
         Registration Statement or any post-effective amendment thereto at the
         earliest practicable date;

                           (x) if requested by any managing underwriter or
         underwriters, any placement or sales agent or any Electing Holder,
         promptly incorporate in a prospectus supplement or post-effective
         amendment such information as is required by the applicable rules and
         regulations of the Commission and as such managing underwriter or
         underwriters, such agent or such Electing Holder may reasonably propose
         should be included therein relating to the terms of the sale of such
         Registrable Securities, including information with respect to the
         principal amount of Registrable Securities being sold by such Electing
         Holder or agent or to any underwriters, the name and description of
         such Electing Holder, agent or underwriter, the offering price of such
         Registrable Securities and any discount, commission or other
         compensation payable in respect thereof, the purchase price being paid
         therefor by such underwriters and with respect to any other terms of
         the offering of the Registrable Securities to be sold by such Electing
         Holder or agent or to such underwriters; and make all required filings
         of such prospectus supplement or post-effective amendment promptly
         after notification of the matters to be incorporated in such prospectus
         supplement or post-effective amendment;

                           (xi) furnish to each Electing Holder, each placement
         or sales agent, if any, therefor, each underwriter, if any, thereof and
         the respective counsel referred to in Section 3(c)(vi), a copy of such
         Shelf Registration Statement, each such amendment and supplement
         thereto (in each case including all exhibits thereto (in the case of an
         Electing Holder of Registrable Securities, upon request) and documents
         incorporated by reference


                                       13
<PAGE>   14

         therein) and such number of copies of such Shelf Registration Statement
         (excluding exhibits thereto and documents incorporated by reference
         therein unless specifically so requested by such Electing Holder, agent
         or underwriter, as the case may be) and of the prospectus included in
         such Shelf Registration Statement (including each preliminary
         prospectus and any summary prospectus), in conformity in all material
         respects with the applicable requirements of the Securities Act and the
         Trust Indenture Act and the rules and regulations of the Commission
         thereunder, and such other documents as such Electing Holder, agent, if
         any, and underwriter, if any, may reasonably request in order to
         facilitate the offering and disposition of the Registrable Securities
         owned by such Electing Holder, offered or sold by such agent or
         underwritten by such underwriter and to permit such Electing Holder,
         agent and underwriter to satisfy the prospectus delivery requirements
         of the Securities Act; and the Partnership hereby consents to the use
         of such prospectus (including such preliminary and summary prospectus)
         and any amendment or supplement thereto by each such Electing Holder
         and by any such agent and underwriter, in each case in the form most
         recently provided to such person by the Partnership, in connection with
         the offering and sale of the Registrable Securities covered by the
         prospectus (including such preliminary and summary prospectus) or any
         supplement or amendment thereto;

                           (xii) use reasonable efforts to (A) register or
         qualify the Registrable Securities to be included in such Shelf
         Registration Statement under such securities laws or blue sky laws of
         such jurisdictions as any Electing Holder and each placement or sales
         agent, if any, therefor and underwriter, if any, thereof shall
         reasonably request in writing, (B) keep such registrations or
         qualifications in effect and comply with such laws so as to permit the
         continuance of offers, sales and dealings therein in such jurisdictions
         during the period the Shelf Registration is required to remain
         effective under Section 2(b) above, and (C) take any and all other
         actions as may be reasonably necessary to enable each such Electing
         Holder, agent, if any, and underwriter, if any, to consummate the
         disposition in such jurisdictions under the securities laws or blue sky
         laws of such jurisdictions; provided, however, that the Partnership
         shall not be required for any such purpose to (1) qualify as a foreign
         partnership or as a dealer in securities in any jurisdiction wherein it
         would not otherwise be required to qualify but for the requirements of
         this Agreement, (2) consent to general service of process in any such
         jurisdiction or subject itself to taxation in any such jurisdiction if
         it is not already so subject, or (3) make any changes to its
         certificate of limited partnership or its agreement of limited
         partnership or any agreement between it and its unitholders;

                           (xiii) use its reasonable efforts to obtain the
         consent or approval of each governmental agency or authority, whether
         federal, state or local, that may be required to effect the Shelf
         Registration or the offering or sale in connection therewith or to
         enable the selling holder or holders to offer, or to consummate the
         disposition of, their Registrable Securities;



                                       14
<PAGE>   15

                           (xiv) unless any Registrable Securities shall be in
         book-entry only form, cooperate with the Electing Holders and the
         managing underwriters, if any, to facilitate the timely preparation and
         delivery of certificates representing Registrable Securities to be
         sold, which certificates, if so required by any securities exchange
         upon which any Registrable Securities are listed, shall be penned,
         lithographed or engraved, or produced by any combination of such
         methods, on steel engraved borders, and which certificates shall not
         bear any restrictive legends; and, in the case of an underwritten
         offering, enable such Registrable Securities to be in such
         denominations and registered in such names as the managing underwriters
         may reasonably request at least two Business Days prior to any sale of
         the Registrable Securities;

                           (xv) provide a CUSIP number for each series of
         Registrable Securities, not later than the applicable Effective Time;

                           (xvi) in connection with an underwritten offering of
         Registrable Securities, enter into one or more customary underwriting
         agreements, engagement letters, agency agreements, "best efforts"
         underwriting agreements or similar agreements, as appropriate,
         including customary provisions relating to indemnification and
         contribution, and take such other actions in connection therewith as
         any Electing Holders aggregating at least a majority in aggregate
         principal amount of the Registrable Securities at the time outstanding
         (it being understood for purposes of this Agreement that all holders of
         the Registrable Securities shall vote on this and any other matter as a
         single class) shall reasonably request in order to expedite or
         facilitate the disposition of such Registrable Securities;

                           (xvii) in connection with any underwritten offering
         of Registrable Securities pursuant to a Shelf Registration, to the
         extent requested by the underwriters thereof, (A) make such
         representations and warranties to the Electing Holders and the
         underwriters thereof in form, substance and scope as are customarily
         made in primary underwritten offerings of debt securities and covering
         matters including, but not limited to, those set forth in the Purchase
         Agreement; (B) obtain an opinion of counsel to the Partnership in
         customary form and covering such matters of the type customarily
         covered by such an opinion in primary offerings of debt securities as
         the underwriters thereof may reasonably request, addressed to such
         underwriters thereof and dated the effective date of such Shelf
         Registration Statement and the date of the closing under the
         underwriting agreement relating thereto) covering the matters
         customarily covered in opinions requested in primary underwritten
         offerings of debt securities (it being agreed that the matters to be
         covered by such opinion may be subject to customary qualifications and
         exceptions and it being understood that opinions that are substantially
         the same as those called for by the Purchase Agreement will be
         satisfactory for these purposes); (C) obtain a "cold comfort" letter or
         "cold comfort" letters from the independent certified public
         accountants of the Partnership addressed to the underwriters thereof,
         dated (i) the effective date of such Shelf Registration Statement and
         (ii) the effective date of any prospectus supplement to the


                                       15
<PAGE>   16

         prospectus included in such Shelf Registration Statement or
         post-effective amendment to such Shelf Registration Statement that
         includes unaudited or audited financial statements as of a date or for
         a period subsequent to that of the latest such statements included in
         such prospectus (and, if such Shelf Registration Statement contemplates
         an underwritten offering pursuant to any prospectus supplement to the
         prospectus included in such Shelf Registration Statement or
         post-effective amendment to such Shelf Registration Statement that
         includes unaudited or audited financial statements as of a date or for
         a period subsequent to that of the latest such statements included in
         such prospectus, dated the date of the closing under the underwriting
         agreement relating thereto), such letter or letters to be in customary
         form and covering such matters of the type customarily covered by
         letters of such type; (D) deliver such customary documents and
         certificates, including officers' certificates, as may be reasonably
         requested by the underwriters thereof to evidence the accuracy of the
         representations and warranties made pursuant to clause (A) above and
         the compliance with or satisfaction of any agreements or conditions
         contained in the underwriting agreement or other agreement entered into
         by the Partnership; and (E) undertake such obligations relating to
         expense reimbursement, indemnification and contribution as are provided
         in Section 5 hereof;

                           (xviii) notify in writing each holder of Registrable
         Securities of any proposal of any amendment or waiver effected pursuant
         to Section 8(h) hereof, each of which notices shall contain the text of
         the amendment or waiver proposed or effected, as the case may be;

                           (xix) comply with all applicable rules and
         regulations of the Commission, and make generally available to its
         securityholders as soon as practicable, but in any event not later than
         18 months after the effective date of such Shelf Registration
         Statement, an earnings statement of the Partnership and its
         subsidiaries complying with Section 11(a) of the Securities Act
         (including, at the option of the Partnership, Rule 158 thereunder).

                  (d) In the event that the Partnership would be required,
pursuant to Section 3(c)(viii)(E) above, to notify the Electing Holders, the
placement or sales agent, if any, therefor and the managing underwriters, if
any, thereof, the Partnership shall without any unreasonable delay prepare and
furnish to each of the Electing Holders, to each placement or sales agent, if
any, and to each such underwriter, if any, a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter delivered to
purchasers of Registrable Securities, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the
Trust Indenture Act and the rules and regulations of the Commission thereunder
and shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing. Each
Electing Holder agrees that upon receipt of any notice from the Partnership
pursuant to Section 3(c)(viii)(E) hereof, such Electing Holder shall forthwith
discontinue the disposition of Registrable Securities pursuant to the Shelf
Registration Statement applicable to such Registrable Securities until such
Electing Holder shall have received copies of


                                       16
<PAGE>   17


such amended or supplemented prospectus, and if so directed by the Partnership,
such Electing Holder shall deliver to the Partnership (at the Partnership's
expense) all copies of the prospectus covering such Registrable Securities then
in such Electing Holder's possession for the purpose of making offers of the
Registrable Securities.

                  (e) In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice and
Questionnaire, the Partnership may require such Electing Holder to furnish to
the Partnership such additional information regarding such Electing Holder and
such Electing Holder's intended method of distribution of Registrable Securities
as may be required in order to comply with the Securities Act. Each such
Electing Holder agrees to notify the Partnership as promptly as practicable of
any inaccuracy or change in information previously furnished by such Electing
Holder to the Partnership or of the occurrence of any event in either case as a
result of which any prospectus relating to such Shelf Registration contains or
would contain an untrue statement of a material fact regarding such Electing
Holder or such Electing Holder's intended method of disposition of such
Registrable Securities or omits to state any material fact regarding such
Electing Holder or such Electing Holder's intended method of disposition of such
Registrable Securities required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing,
and promptly to furnish to the Partnership any additional information required
to correct and update any previously furnished information or required so that
such prospectus shall not contain, with respect to such Electing Holder or the
disposition of such Registrable Securities, an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then
existing.

                  (f) Until the expiration of the Rule 144(k) Holding Period,
the Partnership will not, and will use its reasonable efforts to cause its
"affiliates" (as defined in Rule 144) not to, resell any of the Securities that
have been reacquired by any of them except pursuant to an effective registration
statement under the Securities Act.

SECTION 4. Registration Expenses.

         The Partnership agrees to bear and to pay or cause to be paid promptly
all reasonable expenses incident to the Partnership's performance of or
compliance with this Registration Rights Agreement, including (a) all Commission
and any applicable NASD registration, filing and review fees and expenses,
including fees and disbursements of one counsel for the placement or sales agent
or underwriters as a group in connection with such NASD registration, filing and
review, (b) all fees and expenses in connection with the qualification of the
Securities for offering and sale under the state securities and blue sky laws
referred to in Section 3(c)(xii) hereof and determination of their eligibility
for investment under the laws of such jurisdictions as any managing underwriters
or the Electing Holders may reasonably designate, but not the fees and
disbursements of counsel for the Electing Holders or underwriters as a group in
connection with such qualification and determination, (c) all expenses relating
to the preparation, printing, production, distribution and reproduction of each
registration statement required to be filed


                                       17
<PAGE>   18

hereunder, each prospectus included therein or prepared for distribution
pursuant hereto, each amendment or supplement to the foregoing, the expenses of
preparing the Securities for delivery and the expenses of printing or producing
any required underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents in
connection with the offering, sale or delivery of Securities to be disposed of
(including certificates representing the Securities), (d) messenger, telephone
and delivery expenses incurred by the Partnership, its counsel and auditors
relating to the offering, sale or delivery of Securities and the preparation of
documents referred in clause (c) above, (e) fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Partnership's officers and employees performing
legal or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Partnership (including the
expenses of any opinions or "cold comfort" letters required by or incident to
such performance and compliance), (h) fees, disbursements and expenses of one
counsel for the Electing Holders retained in connection with a Shelf
Registration, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Partnership), (i)
any fees charged by securities rating services for rating the Securities, and
(j) fees, expenses and disbursements of any other persons, including special
experts, retained by the Partnership in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are reasonably incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the
Partnership shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions, transfer
taxes, if any, and underwriting discounts and commissions attributable to the
sale of such Registrable Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to above.

SECTION 5. Indemnification.

                  (a) Indemnification by the Partnership. The Partnership will
indemnify and hold harmless each of the holders of Registrable Securities
included in an Exchange Registration Statement, each of the Electing Holders of
Registrable Securities included in a Shelf Registration Statement and each
person who participates as a placement or sales agent or as an underwriter in
any offering or sale of such Registrable Securities against any losses, claims,
damages or liabilities, joint or several, to which such holder, agent or
underwriter may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Exchange Registration Statement or Shelf
Registration Statement, as the case may be, under which such Registrable
Securities were registered under the Securities Act, or any preliminary, final
or summary prospectus contained therein or furnished by the


                                       18
<PAGE>   19

Partnership to any such holder, Electing Holder, agent or underwriter, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse such holder, such Electing Holder, such agent and such underwriter for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Partnership shall not be liable to any
such person in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement or
amendment or supplement thereto, in reliance upon and in conformity with written
information furnished to the Partnership by such person expressly for use
therein; and, provided further, that the Partnership shall not be liable to any
such person, to the extent that any such losses, claims, damages or liabilities
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact or omission or alleged omission if either (A)(i) such person
was required by law to send or deliver, and failed to send or deliver, a copy of
the prospectus with or prior to delivery of written confirmation of the sale by
such person to the person asserting the claims from which such losses, claims,
damages or liabilities arise and (ii) the prospectus previously delivered by the
Partnership to such person would have corrected such untrue statement or alleged
untrue statement or omission or alleged omission, (B)(i) such untrue statement
or alleged untrue statement or omission or alleged omission is corrected in an
amendment to the prospectus and (ii) having been previously furnished by or on
behalf of the Partnership with copies of the prospectus as so amended or
supplemented, such person failed to send or deliver a copy of such amendment to
the prospectus with or prior to the delivery of written confirmation of the sale
of a Registrable Security to the person asserting the claim from which such
losses, claims, damages or liabilities arise or (C)(i) such person disposed of
Registrable Securities to the person asserting the claim from which such losses,
claims, damages or liabilities arise pursuant to an Exchange Registration
Statement or Shelf Registration Statement and sent or delivered, or was required
by law to send or deliver, a prospectus to such person in connection with such
disposition, (ii) such person received a suspension notice as provided in
Sections 3(b)(iii)(C) through (E) and 3(c)(vii)(C) through (E) hereof in writing
at least one Business Day prior to the date of such disposition and (iii) such
untrue statement or alleged untrue statement or omission or alleged omission was
the reason for such suspension notice.

                  (b) Indemnification by the Holders and any Agents and
Underwriters. In the case of a Shelf Registration pursuant to Section 2(b)
hereof, each Electing Holder and each underwriter who participates as an
underwriter in any offering or sale of Registrable Securities to the Registrable
Securities, severally and not jointly, will (i) indemnify and hold harmless the
Partnership, and all other holders of Registrable Securities, against any
losses, claims, damages or liabilities to which the Partnership or such other
holders of Registrable Securities may become subject, under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Partnership to any such Electing Holder,


                                       19
<PAGE>   20

agent or underwriter, or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Partnership by such Electing Holder or underwriter expressly for use therein,
and (ii) reimburse the Partnership for any legal or other expenses reasonably
incurred by the Partnership in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that no
such Electing Holder shall be required to undertake liability to any person
under this Section 5(b) for any amounts in excess of the dollar amount of the
proceeds to be received by such Electing Holder from the sale of such Electing
Holder's Registrable Securities pursuant to such registration.

                  (c) Notices of Claims, Etc. Promptly after receipt by an
indemnified party under subsection (a) or (b) above of written notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party pursuant to the
indemnification provisions of or contemplated by this Section 5, notify such
indemnifying party in writing of the commencement of such action; but the
omission so to notify the indemnifying party shall not relieve it from any
liability that it may have to any indemnified party otherwise than under the
indemnification provisions of or contemplated by Section 5(a) or 5(b) hereof. In
case any such action shall be brought against any indemnified party and it shall
notify an indemnifying party of the commencement thereof, such indemnifying
party shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, such indemnifying party shall not be liable to such indemnified party
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim 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 any indemnified party.

                  (d) Contribution. If for any reason the indemnification
provisions contemplated by Section 5(a) or Section 5(b) are unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect


                                       20
<PAGE>   21

thereof) in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and the indemnified party in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 5(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them 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 this Section 5(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages that such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages that such underwriter 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 Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 5(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.

                  (e) The obligations of the Partnership under this Section 5
shall be in addition to any liability that the Partnership may otherwise have
and shall extend, upon the same terms and conditions, to each person, if any,
who controls any Electing Holder, sales agent or underwriter participating in
the sale of Registered Securities within the meaning of the Securities Act; and
the obligations of the holders and any agents or underwriters contemplated by
this Section 5 shall be in addition to any liability that the respective holder,
agent or underwriter may otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the Partnership (including any
person who, with his consent, is named in any registration statement as about to
become a director of the Partnership) and to each person, if any, who controls
the Partnership within the meaning of the Securities Act.



                                       21
<PAGE>   22

SECTION 6. Underwritten Offerings.

                  (a) Selection of Underwriters. If any of the Registrable
Securities covered by the Shelf Registration are to be sold pursuant to an
underwritten offering, the managing underwriter or underwriters thereof shall be
designated by Electing Holders holding at least a majority in aggregate
principal amount of the Registrable Securities to be included in such offering,
provided, that such designated managing underwriter or underwriters is or are
reasonably acceptable to the Partnership.

                  (b) Participation by Holders. Each holder of Registrable
Securities hereby agrees with each other such holder that no such holder may
participate in any underwritten offering hereunder unless such holder (i) agrees
to sell such holder's Registrable Securities on the basis provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

SECTION 7. Rule 144.

         The Partnership covenants to the holders of Registrable Securities that
to the extent it shall be required to do so under the Exchange Act, the
Partnership shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act), all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Partnership shall
advise such holder in writing as to whether the Partnership has complied with
such requirements.

SECTION 8. Miscellaneous.

                  (a) No Inconsistent Agreements. The Partnership represents,
warrants, covenants and agrees that, except pursuant to the Partnership
Agreement relating to the Partnership and granted in connection with the
acquisition of certain assets, it has not granted, and shall not grant,
registration rights with respect to Registrable Securities or any other
securities that would be inconsistent with the terms contained in this
Registration Rights Agreement.

                  (b) Specific Performance. The parties hereto acknowledge that
there would be no adequate remedy at law if the Partnership fails to perform any
of its obligations hereunder and that the Purchasers and the holders from time
to time of the Registrable Securities may be irreparably harmed by any such
failure, and accordingly agree that the Purchasers and such holders,



                                       22
<PAGE>   23

in addition to any other remedy to which they may be entitled at law or
in equity, shall be entitled to compel specific performance of the obligations
of the Partnership under this Registration Rights Agreement in accordance with
the terms and conditions of this Registration Rights Agreement, in any court of
the United States or any state thereof having jurisdiction; provided, that, in
the case of any terms of this Registration Rights Agreement for which Additional
Interest pursuant to Section 2(c) hereof is expressly provided as a remedy of a
violation of such terms, such Additional Interest shall be the sole monetary
damages for such violation.

                  (c) Notices. All notices, requests, claims, demands, waivers
and other communications hereunder shall be in writing and shall be deemed to
have been duly given when delivered by hand, if delivered personally or by
courier, or three days after being deposited in the mail (registered or
certified mail, postage prepaid, return receipt requested), or telecopied (when
receipt is acknowledged) as follows: if to the Partnership, 1301 McKinney
Street, Suite 3450, Houston, Texas 77010, Attention: Park Shaper, telecopier
number (713) 844-3781 (with a copy to the General Counsel), and, if to a holder,
to the address of such holder set forth in the security register or other
records of the Partnership, or to such other address as the Partnership or any
such holder may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.

                  (d) Parties in Interest. All the terms and provisions of this
Registration Rights Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the parties hereto and the holders from time to
time of the Registrable Securities and the respective successors and assigns of
the parties hereto and such holders; provided, however, that nothing herein
shall be deemed to permit any transfer of Registrable Securities in violation of
this Agreement, the Indenture or applicable law. In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be deemed a beneficiary hereof for all purposes and such Registrable
Securities shall be held subject to all of the terms of this Registration Rights
Agreement, and by taking and holding such Registrable Securities such transferee
shall be entitled to receive the benefits of, and be conclusively deemed to have
agreed to be bound by all of the applicable terms and provisions of this
Registration Rights Agreement. If the Partnership shall so request, any such
successor, assign or transferee shall agree in writing to acquire and hold the
Registrable Securities subject to all of the applicable terms hereof.

                  (e) Survival. The respective indemnities, agreements,
representations, warranties and each other provision set forth in this
Registration Rights Agreement or made pursuant hereto shall remain in full force
and effect regardless of any investigation (or statement as to the results
thereof) made by or on behalf of any holder of Registrable Securities, any
director, officer or partner of such holder, any agent or underwriter or any
director, officer or partner thereof, or any controlling person of any of the
foregoing, and shall survive delivery of and payment for the Registrable
Securities pursuant to the Purchase Agreement and the transfer and registration
of Registrable Securities by such holder and the consummation of an Exchange
Offer.


                                       23
<PAGE>   24


                  (f) Governing Law. This Registration Rights Agreement shall be
governed by and construed in accordance with the laws of the State of New York.

                  (g) Headings. The descriptive headings of the several Sections
and paragraphs of this Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Registration Rights Agreement
and shall not affect in any way the meaning or interpretation of this
Registration Rights Agreement.

                  (h) Entire Agreement; Amendments. This Registration Rights
Agreement and the other writings referred to herein (including the Indenture and
the form of Securities) or delivered pursuant hereto that form a part hereof
contain the entire understanding of the parties with respect to its subject
matter. This Registration Rights Agreement supersedes all prior agreements and
understandings between the parties with respect to its subject matter. This
Registration Rights Agreement may be amended and the observance of any term of
this Registration Rights Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) only by a written
instrument duly executed by the Partnership and the holders of at least a
majority in aggregate principal amount of the Registrable Securities at the time
outstanding (except with respect to Section 2(c) hereof, which may be amended
only with the consent of each holder of Registrable Securities at the time
outstanding). Each holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any amendment or waiver effected
pursuant to this Section 8(h), whether or not any notice, writing or marking
indicating such amendment or waiver appears on such Registrable Securities or is
delivered to such holder.

                  (i) 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 provisions in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.

                  (j) Counterparts. This agreement may be executed by the
parties in counterparts, each of which shall be deemed to be an original, but
all such respective counterparts shall together constitute one and the same
instrument.


                                       24
<PAGE>   25


         If the foregoing is in accordance with your understanding, please sign
and return to us seven counterparts hereof, being one for the Partnership, one
for each Purchaser and one for each counsel, and upon the acceptance hereof by
you, this letter and such acceptance hereof shall constitute a binding agreement
between each of the Purchasers and the Partnership.


                                        Very truly yours,


                                        KINDER MORGAN ENERGY
                                          PARTNERS, L.P.

                                        By: Kinder Morgan G.P., Inc.,
                                            its general partner

                                            By: /s/ Joseph Listengart
                                                ------------------------------
                                                Name: Joseph Listengart
                                                Title: Vice President, General
                                                         Counsel and Secretary


Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER
  & SMITH INCORPORATED & CO.
BANC OF AMERICA SECURITIES LLC
FIRST UNION SECURITIES, INC.

By: Goldman, Sachs & Co.


By: /s/ Goldman, Sachs & Co.
   --------------------------
   Name:
   Title:



                                 Signature Page

<PAGE>   26



                                                                       EXHIBIT A


                      KINDER MORGAN ENERGY PARTNERS, L.P.

                         INSTRUCTION TO DTC PARTICIPANTS

                                [DATE OF MAILING]

                     URGENT -- IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE]*

         The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Floating Rate Senior Notes
due 2002 and the 8% Senior Notes due 2005 (the "Securities") of Kinder Morgan
Energy Partners, L.P. (the "Partnership") are held.

         The Partnership is in the process of registering the Securities under
the Securities Act of 1933 for resale by the beneficial owners thereof. In order
to have their Securities included in the registration statement, beneficial
owners must complete and return the enclosed Notice of Registration Statement
and Selling Securityholder Questionnaire.

         It is important that beneficial owners of the Securities receive a copy
of the enclosed materials as soon as possible as their rights to have the
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire by [Deadline For Response]. Please forward a copy
of the enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Kinder Morgan
Energy Partners, L.P., 1301 McKinney Street, Suite 3450, Houston, Texas 77010,
Attention: General Counsel.



---------------
* Not less than 20 calendar days from date of mailing.



                                       A-1

<PAGE>   27



                       KINDER MORGAN ENERGY PARTNERS, L.P.

                        NOTICE OF REGISTRATION STATEMENT
                                       AND
                      SELLING SECURITYHOLDER QUESTIONNAIRE

                                     [DATE]

         Reference is hereby made to the Registration Rights Agreement (the
"Registration Rights Agreement") between Kinder Morgan Energy Partners, L.P.
(the "Partnership"), and the Purchasers named therein. Pursuant to the
Registration Rights Agreement, the Partnership has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Partnership's Floating Rate Senior Notes due 2002 and 8% Senior Notes due
2005 (the "Securities"). A copy of the Registration Rights Agreement is attached
hereto. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Registration Rights Agreement.

         Each beneficial owner of Registrable Securities (as defined below) is
entitled to have the Registrable Securities beneficially owned by it included in
the Shelf Registration Statement. In order to have Registrable Securities
included in the Shelf Registration Statement, this Notice of Registration
Statement and Selling Securityholder Questionnaire (the "Notice and
Questionnaire") must be completed, executed and delivered to the Partnership's
counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for
Response]. Beneficial owners of Registrable Securities who do not complete,
execute and return this Notice and Questionnaire by such date (i) will not be
named as selling securityholders in the Shelf Registration Statement and (ii)
may not use the prospectus forming a part thereof for resales of Registrable
Securities.

         Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and related prospectus.






                                       A-2

<PAGE>   28



                                    ELECTION

         The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3).
The undersigned, by signing and returning this Notice and Questionnaire, agrees
to be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Registration Rights
Agreement, including, without limitation, Section 6 of the Registration Rights
Agreement, as if the undersigned Selling Securityholder were an original party
thereto.

         Upon any sale of Registrable Securities pursuant to the Shelf
Registration Statement, the Selling Securityholder will be required to deliver
to the Partnership and Trustee the Notice of Transfer set forth in Appendix A to
the prospectus and as Exhibit B to the Registration Rights Agreement. The
Selling Securityholder hereby provides the following information to the
Partnership and represents and warrants that such information is accurate and
complete:





                                       A-3

<PAGE>   29


                                  QUESTIONNAIRE


(1)      (a)      Full Legal Name of Selling Securityholder:
                                                            -------------------

         (b)      Full Legal Name of Registered Holder (if not the same as in
                  (a) above) of Registrable Securities Listed in Item (3) below:

                  -------------------------------------------------------------

         (c)      Full Legal Name of DTC Participant (if applicable and if not
                  the same as (b) above) Through Which Registrable Securities
                  Listed in Item (3) below are Held:

                  -------------------------------------------------------------

(2)               Address for Notices to Selling Securityholder:


                  ---------------------------------------------

                  ---------------------------------------------

                  ---------------------------------------------

                  Telephone:
                                 ------------------------------
                  Fax:
                                 ------------------------------
                  Contact Person:
                                 ------------------------------

(3)               Beneficial Ownership of Securities:

                  Except as set forth below in this Item (3), the undersigned
                  does not beneficially own any Securities.

         (a)      Principal amount of Registrable Securities beneficially
                  owned: Title and CUSIP No(s). of such Registrable Securities:

                  -------------------------------------------------------------
                  -------------------------------------------------------------

         (b)      Principal amount of Securities other than Registrable
                  Securities beneficially owned: Title and CUSIP No(s). of such
                  other Securities:
                                   --------------------------------------------
                                   --------------------------------------------

         (c)      Principal amount of Registrable Securities that the
                  undersigned wishes to be included in the Shelf Registration
                  Statement:
                            ---------------------------------------------------
                            ---------------------------------------------------

                                       A-4

<PAGE>   30



         (d)      Title and CUSIP No(s). of such Registrable Securities to be
                  included in the Shelf Registration Statement:

                  -------------------------------------------------------------
                  -------------------------------------------------------------

(4)      Beneficial ownership of Other Securities of the Partnership:

         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Partnership, other than the Securities listed above
         in Item (3).

         State any exceptions here:

(5)      Relationships with the Partnership:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Partnership (or its predecessors or affiliates)
         during the past three years.

         State any exceptions here:

(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
         intends to distribute the Registrable Securities listed above in Item
         (3) only as follows (if at all): Such Registrable Securities may be
         sold from time to time directly by the undersigned Selling
         Securityholder or, alternatively, through underwriters, broker-dealers
         or agents. Such Registrable Securities may be sold in one or more
         transactions at fixed prices, at prevailing market prices at the time
         of sale, at varying prices determined at the time of sale, or at
         negotiated prices. Such sales may be effected in transactions (which
         may involve crosses or block transactions) (i) on any national
         securities exchange or quotation service on which the Registered
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Registrable Securities or otherwise, the Selling Securityholder may
         enter into hedging transactions with broker-dealers, which may in turn
         engage in short sales of the Registrable Securities in the course of
         hedging the positions they assume. The Selling Securityholder may also
         sell Registrable Securities short and deliver Registrable Securities to
         close out such short positions, or loan or pledge Registrable
         Securities to broker-dealers that in turn may sell such securities.

         State any exceptions here:

         By signing below, the Selling Securityholder acknowledges that it
         understands its obligation to comply, and agrees that it will comply,
         with the provisions of the Exchange Act and the rules and regulations
         thereunder, particularly Regulation M.

                                      A-5

<PAGE>   31

         In the event that the Selling Securityholder transfers all or any
         portion of the Registrable Securities listed in Item (3) above after
         the date on which such information is provided to the Partnership, the
         Selling Securityholder agrees to notify the transferee(s) at the time
         of the transfer of its rights and obligations under this Notice and
         Questionnaire and the Registration Rights Agreement.

         By signing below, the Selling Securityholder consents to the disclosure
         of the information contained herein in its answers to Items (1) through
         (6) above and the inclusion of such information in the Shelf
         Registration Statement and related prospectus. The Selling
         Securityholder understands that such information will be relied upon by
         the Partnership in connection with the preparation of the Shelf
         Registration Statement and related prospectus.

         In accordance with the Selling Securityholder's obligation under
         Section 3(e) of the Registration Rights Agreement to provide such
         information as may be required by law for inclusion in the Shelf
         Registration Statement, the Selling Securityholder agrees to promptly
         notify the Partnership of any inaccuracies or changes in the
         information provided herein that may occur subsequent to the date
         hereof at any time while the Shelf Registration Statement remains in
         effect. All notices hereunder and pursuant to the Registration Rights
         Agreement shall be made in writing, by hand-delivery, first-class mail
         or air courier guaranteeing overnight delivery as follows:

         (i)      To the Partnership:       Park Shaper, Chief Financial Officer
                                            Kinder Morgan Energy Partners, L.P.
                                            1301 McKinney Street, Suite 3450
                                            Houston, Texas 77010

         (ii)     With a copy to:           David L. Ronn
                                            Bracewell & Patterson L.L.P.
                                            South Tower Pennzoil Place
                                            711 Louisiana, Suite 2900
                                            Houston, Texas 77002-2718

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Partnership's counsel, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall be
binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives and assigns of the
Partnership and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above). This Agreement shall be governed in all respects by the laws of the
State of New York.


                                       A-6

<PAGE>   32



         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.


Dated:
      -----------------

                                      -----------------------------------------
                                      Selling Securityholder
                                      (Print/type full legal name of beneficial
                                      owner of Registrable Securities)

                                      By:
                                         --------------------------------------
                                             Name:
                                             Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE PARTNERSHIP'S COUNSEL AT:




----------------------------


                                       A-7

<PAGE>   33


                                                                       EXHIBIT B

                         NOTICE OF TRANSFER PURSUANT TO
                             REGISTRATION STATEMENT

Kinder Morgan Energy Partners, L.P.
c/o First Union National Bank
1001 Fannin, Suite 2255
Houston, Texas 77002
Attention:  Trust Officer

         Re:      Kinder Morgan Energy Partners, L.P. (the "Partnership")
                  [Floating Rate Senior Notes due 2002]
                  [8% Senior Notes due 2005]

Dear Sirs:

         Please be advised that ________________ has transferred
[$________________ aggregate principal amount of the above-referenced Floating
Rate Senior Notes due 2002] [and] [$____________ aggregate principal amount of
the above-referenced 8% Senior Notes due 2005] pursuant to an effective
Registration Statement on Form S-3 (File No. 333-________) filed by the
Partnership.

         We hereby certify that the prospectus delivery requirements, if any, of
the Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Securities is named as a "Selling Holder" in
the prospectus dated [date] or in supplements thereto, and that the aggregate
principal amount of the Securities transferred are the Securities listed in such
prospectus opposite such owner's name.

Dated:
      ----------------


                                        Very truly yours,



                                        ---------------------------------------
                                        (Name)

                                        BY:


                                        ---------------------------------------
                                        (Authorized Signature)



                                       B-1