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                                                                     EXHIBIT 4.3



                                  A/B EXCHANGE
                          REGISTRATION RIGHTS AGREEMENT


                            Dated as of May 17, 2001

                                  by and among


                          El Paso Energy Partners, L.P.

                   El Paso Energy Partners Finance Corporation

                 The Subsidiary Guarantors listed on Schedule A


                                       and


                     Credit Suisse First Boston Corporation

                              Goldman, Sachs & Co.

                           J.P. Morgan Securities Inc.

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         This Registration Rights Agreement (this "Agreement") is made and
entered into as of May 17, 2001 by and among El Paso Energy Partners, L.P., a
Delaware limited partnership (the "Partnership"), El Paso Energy Partners
Finance Corporation, a Delaware corporation ("El Paso Finance" and, together
with the Partnership, the "Issuers"), each of the entities listed on Schedule A
attached hereto (each, a "Subsidiary Guarantor" and collectively, the
"Subsidiary Guarantors"), and Credit Suisse First Boston Corporation, Goldman,
Sachs & Co. and J.P. Morgan Securities Inc. (each an "Initial Purchaser" and,
collectively, the "Initial Purchasers"), each of whom has agreed to purchase the
Issuers' 8 1/2% Series A Senior Subordinated Notes due 2011 (the "Series A
Notes") pursuant to the Purchase Agreement (as defined below).

         This Agreement is made pursuant to the Purchase Agreement, dated May
11, 2001 (the "Purchase Agreement"), by and among the Issuers, the Subsidiary
Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers
to purchase the Series A Notes, the Issuers have agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchasers set
forth in Section 2 of the Purchase Agreement. Capitalized terms used herein and
not otherwise defined shall have the meaning assigned to them in the Indenture,
dated May 17, 2001 (the "Indenture"), among the Issuers, the Subsidiary
Guarantors and The Chase Manhattan Bank, as Trustee, relating to the Series A
Notes and the Series B Notes.

         The parties hereby agree as follows:

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

         Act: The Securities Act of 1933, as amended.

         Affiliate: As defined in Rule 144 of the Act.

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

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

         Closing Date: The date hereof.

         Commission: The Securities and Exchange Commission.

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

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

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

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

         Exchange Offer: The exchange and issuance by the Issuers of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding

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principal amount of Series A Notes that are tendered by such Holders in
connection with such exchange and issuance.

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

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

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

         Holders: As defined in Section 2 hereof.

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

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

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

         Registration Default: As defined in Section 5 hereof.

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

         Regulation S: Regulation S promulgated under the Act.

         Rule 144: Rule 144 promulgated under the Act.

         Series B Notes: The Issuers' 8 1/2% Series B Senior Subordinated Notes
due 2011 to be issued pursuant to the Indenture: (i) in the Exchange Offer or
(ii) as contemplated by Section 4 hereof.

         Shelf Registration Statement: As defined in Section 4 hereof.

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

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

         Transfer Restricted Securities: Each Series A Note, until the earliest
to occur of (a) the date on which such Series A Note is exchanged in the
Exchange Offer for a Series B Note which is entitled to be resold to the public
by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (b) the date on which such Series A Note has been
disposed of in accordance with a Shelf Registration


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Statement (and the purchasers thereof have been issued Series B Notes), or (c)
the date on which such Series A Note is distributed to the public pursuant to
Rule 144 under the Act (and purchasers thereof have been issued Series B Notes)
and each Series B Note until the date on which such Series B Note is disposed of
by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the
Exchange Offer Registration Statement (including the delivery of the Prospectus
contained therein).

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

         Section 3. Registered Exchange Offer.

                  (a) Unless the Exchange Offer shall not be permitted by
         applicable federal law (after the procedures set forth in Section
         6(a)(i) below have been complied with), the Issuers and the Subsidiary
         Guarantors shall (i) cause the Exchange Offer Registration Statement to
         be filed with the Commission as soon as practicable after the Closing
         Date, but in no event later than 60 days after the Closing Date (such
         60th day being the "Filing Deadline"), (ii) use its best efforts to
         cause such Exchange Offer Registration Statement to become effective at
         the earliest possible time, but in no event later than 150 days after
         the Closing Date (such 150th day being the "Effectiveness Deadline"),
         (iii) in connection with the foregoing, (A) file all pre-effective
         amendments to such Exchange Offer Registration Statement as may be
         necessary in order to cause it to become effective, (B) file, if
         applicable, a post-effective amendment to such Exchange Offer
         Registration Statement pursuant to Rule 430A under the Act and (C)
         cause all necessary filings, if any, in connection with the
         registration and qualification of the Series B Notes to be made under
         the Blue Sky laws of such jurisdictions as are necessary to permit
         Consummation of the Exchange Offer, and (iv) upon the effectiveness of
         such Exchange Offer Registration Statement, commence and Consummate the
         Exchange Offer. The Exchange Offer shall be on the appropriate form
         permitting (i) registration of the Series B Notes to be offered in
         exchange for the Series A Notes that are Transfer Restricted Securities
         and (ii) resales of Series B Notes by Broker-Dealers that tendered into
         the Exchange Offer Series A Notes that such Broker-Dealer acquired for
         its own account as a result of market making activities or other
         trading activities (other than Series A Notes acquired directly from
         the Issuers or any of their Affiliates) as contemplated by Section 3(c)
         below.

                  (b) The Issuers and the Subsidiary Guarantors shall use their
         respective best efforts to cause the Exchange Offer Registration
         Statement to be effective continuously, and shall keep the Exchange
         Offer open for a period of not less than the minimum period required
         under applicable federal and state securities laws to Consummate the
         Exchange Offer; provided, however, that in no event shall such period
         be less than 20 Business Days. The Issuers and the Subsidiary
         Guarantors shall cause the Exchange Offer to comply with all applicable
         federal and state securities laws. No securities other than the Series
         B Notes shall be included in the Exchange Offer Registration Statement.
         The Issuers and the Subsidiary Guarantors shall use their respective
         best efforts to cause the Exchange Offer to be Consummated on the
         earliest practicable date after the Exchange Offer Registration
         Statement has become effective, but in no event later than 30 Business
         Days thereafter (such 30th day being the "Consummation Deadline").

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



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         Broker-Dealer or disclose the amount of Transfer Restricted Securities
         held by any such Broker-Dealer, except to the extent required by the
         Commission as a result of a change in policy, rules or regulations
         after the date of this Agreement.

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

         Section 4. Shelf Registration.

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

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

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

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



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

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

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


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

         Section 6. Registration Procedures.

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

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

                           (ii) As a condition to its participation in the
                  Exchange Offer, each Holder of Transfer Restricted Securities
                  (including, without limitation, any Holder who is a Broker
                  Dealer) shall furnish, upon the request of the Issuers, prior
                  to the Consummation of the Exchange Offer, a written
                  representation to the Issuers and the Subsidiary Guarantors
                  (which may be contained in the letter of transmittal
                  contemplated by the Exchange Offer Registration Statement) to
                  the effect that (A) it is not an Affiliate of the Issuers, (B)
                  it is not engaged in, and does not intend to engage in, and
                  has no arrangement or understanding with any Person to
                  participate in, a distribution of the Series B Notes to be
                  issued in the Exchange Offer and (C) it is acquiring the
                  Series B Notes in its ordinary course of business. As a
                  condition to its participation in the Exchange Offer, each
                  Holder using the Exchange Offer to participate in a
                  distribution of the Series B Notes shall acknowledge and agree
                  that, if the resales are of Series B Notes obtained by such
                  Holder in exchange for Series A Notes acquired directly from
                  the Issuers or an Affiliate thereof, it (1) could not, under
                  Commission policy as in effect on the date of this Agreement,
                  rely on the position of the Commission enunciated in Morgan
                  Stanley and Co., Inc. (available June 5, 1991) and Exxon
                  Capital Holdings Corporation (available May 13, 1988), as
                  interpreted in the Commission's letter to Shearman & Sterling
                  dated July 2, 1993, and similar no-action letters (including,
                  if



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                  applicable, any no-action letter obtained pursuant to clause
                  (i) above), and (2) must comply with the registration and
                  prospectus delivery requirements of the Act in connection with
                  a secondary resale transaction and that such a secondary
                  resale transaction must be covered by an effective
                  registration statement containing the selling security holder
                  information required by Item 507 or 508, as applicable, of
                  Regulation S-K.

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

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

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

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

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

                           (i) use their respective best efforts to keep such
                  Registration Statement continuously effective and provide all
                  requisite financial statements for the period specified in
                  Section 3 or 4 of this Agreement, as applicable. Upon the
                  occurrence of any event that would cause any such Registration
                  Statement or the Prospectus contained therein (A) to


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                  contain an untrue statement of material fact or omit to state
                  any material fact necessary to make the statements therein not
                  misleading or (B) not to be effective and usable for resale of
                  Transfer Restricted Securities during the period required by
                  this Agreement, the Issuers and the Subsidiary Guarantors
                  shall file promptly an appropriate amendment to such
                  Registration Statement curing such defect, and, if Commission
                  review is required, use their respective best efforts to cause
                  such amendment to be declared effective as soon as
                  practicable;

                           (ii) prepare and file with the Commission such
                  amendments and post-effective amendments to the applicable
                  Registration Statement as may be necessary to keep such
                  Registration Statement effective for the applicable period set
                  forth in Section 3 or 4 hereof, as the case may be; cause the
                  Prospectus to be supplemented by any required Prospectus
                  supplement, and as so supplemented to be filed pursuant to
                  Rule 424 under the Act, and to comply fully with Rules 424,
                  430A and 462, as applicable, under the Act in a timely manner;
                  and comply with the provisions of the Act with respect to the
                  disposition of all securities covered by such Registration
                  Statement during the applicable period in accordance with the
                  intended method or methods of distribution by the sellers
                  thereof set forth in such Registration Statement or supplement
                  to the Prospectus;

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

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


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

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

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

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

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

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



                                       9
<PAGE>   11


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

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

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

                                       (2) an opinion, dated the date of
                           Consummation of the Exchange Offer or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, of counsel for the Issuers and the
                           Subsidiary Guarantors covering matters similar to
                           those set forth in paragraph (e) of Section 9 of the
                           Purchase Agreement and such other matters as such
                           Holder may reasonably request, and in any event
                           including a statement to the effect that such counsel
                           has participated in conferences with officers and
                           other representatives of the Issuers and the
                           Subsidiary Guarantors, and representatives of the
                           independent public accountants for the Issuers and
                           the Subsidiary Guarantors and have considered the
                           matters required to be stated therein and the
                           statements contained therein, although such counsel
                           has not independently verified the accuracy,
                           completeness or fairness of such statements; and that
                           such counsel advises that, on the basis of the
                           foregoing, no facts came to such counsel's attention
                           that caused such counsel to believe that the
                           applicable Registration Statement, at the time such
                           Registration Statement or any post-effective
                           amendment thereto became effective and, in the case
                           of the Exchange Offer Registration Statement, as of
                           the date of Consummation of the Exchange Offer,
                           contained an untrue statement of a material fact or
                           omitted to state a material fact required to be
                           stated therein or necessary to make the statements
                           therein not misleading, or that the Prospectus
                           contained in such Registration Statement as of its
                           date and, in the case of the opinion dated the date
                           of Consummation of the Exchange Offer, as of the date
                           of Consummation, contained an untrue statement of a
                           material fact or omitted to state a material fact
                           necessary in order to make the statements therein, in
                           the light of the circumstances under which they were
                           made, not misleading. Without limiting the foregoing,
                           such counsel may state further that such counsel
                           assumes no responsibility for, and has not
                           independently verified, the accuracy, completeness or
                           fairness of the financial statements, notes and
                           schedules and other financial data included in any
                           Registration Statement contemplated by this Agreement
                           or the related Prospectus; and



                                       10
<PAGE>   12


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

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

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

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

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

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

                  (xvi) otherwise use their respective best efforts to comply
         with all applicable rules and regulations of the Commission, and make
         generally available to their security holders with regard to any
         applicable Registration Statement, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158
         (which need not be



                                       11
<PAGE>   13


         audited) covering a twelve-month period beginning after the effective
         date of the Registration Statement (as such term is defined in
         paragraph (c) of Rule 158 under the Act);

                  (xviii) cause the Indenture to be qualified under the TIA not
         later than the effective date of the first Registration Statement
         required by this Agreement and, in connection therewith, cooperate with
         the Trustee and the Holders to effect such changes to the Indenture as
         may be required for such Indenture to be so qualified in accordance
         with the terms of the TIA; and execute and use its best efforts to
         cause the Trustee to execute, all documents that may be required to
         effect such changes and all other forms and documents required to be
         filed with the Commission to enable such Indenture to be so qualified
         in a timely manner; and

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

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

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


                                       12
<PAGE>   14


Section 7. Registration Expenses.

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

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

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

Section 8. Indemnification.

         (a) The Issuers and the Subsidiary Guarantors agree, jointly and
severally, to indemnify and hold harmless each Holder, its directors, officers
and each Person, if any, who controls such Holder (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act), from and against any and all
losses, claims, damages, liabilities or judgments (including without limitation,
any legal or other expenses incurred in connection with investigating or
defending any matter, including any action that could give rise to any such
losses, claims, damages, liabilities or judgments) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto) provided by the Issuers to any Holder or any prospective
purchaser of Series B Notes or registered Series A Notes, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or judgments are
caused by an untrue statement or omission or alleged untrue statement or
omission that is based upon information relating to any of the Holders furnished
in writing to the Issuers by any of the Holders.

         (b) Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Issuers and the Subsidiary
Guarantors, and their respective directors and officers, and each Person, if
any, who controls (within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act) the Issuers, or the Subsidiary Guarantors to the same



                                       13
<PAGE>   15


extent as the foregoing indemnity from the Issuers and the Subsidiary Guarantors
set forth in Section 8(a) above, but only with reference to information relating
to such Holder furnished in writing to the Issuers by such Holder expressly for
use in any Registration Statement. In no event shall any Holder, its directors,
officers or any Person who controls such Holder be liable or responsible for any
amount in excess of the amount by which the total amount received by such Holder
with respect to its sale of Transfer Restricted Securities pursuant to a
Registration Statement exceeds (i) the amount paid by such Holder for such
Transfer Restricted Securities and (ii) the amount of any damages that such
Holder, its directors, officers or any Person who controls such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.

         (c) In case any action shall be commenced involving any Person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the Person
against whom such indemnity may be sought (the "indemnifying person") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a), and by
the Issuers and Subsidiary Guarantors, in the case of parties indemnified
pursuant to Section 8(b). The indemnifying party shall indemnify and hold
harmless the indemnified party from and against any and all losses, claims,
damages, liabilities and judgments by reason of any settlement of any action (i)
effected with its written consent or (ii) effected without its written consent
if the settlement is entered into more than twenty Business Days after the
indemnifying party shall have received a request from the indemnified party for
reimbursement for the fees and expenses of counsel (in any case where such fees
and expenses are at the expense of the indemnifying party) and, prior to the
date of such settlement, the indemnifying party shall have failed to comply with
such reimbursement request. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement or compromise
of, or consent to the entry of judgment with respect to, any pending or
threatened action in respect of which the indemnified party is or could have
been a party and indemnity or contribution may be or could have been sought
hereunder by the indemnified party, unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability on claims that are or could have been the subject matter of such
action and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of the indemnified party.


                                       14
<PAGE>   16




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

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

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



                                       15
<PAGE>   17

         Section 10.       Miscellaneous.

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

                  (b) No Inconsistent Agreements. Neither the Issuers nor any
         Subsidiary Guarantor will, on or after the date of this Agreement,
         enter into any agreement with respect to its securities that is
         inconsistent with the rights granted to the Holders in this Agreement
         or otherwise conflicts with the provisions hereof. Neither the Issuers
         nor any Subsidiary Guarantor have previously entered into any agreement
         granting any registration rights with respect to its securities to any
         Person other than the registration rights (i) granted by the
         Partnership pursuant to Section 6.14 of the Partnership Agreement, (ii)
         of EPEC Deepwater Gathering Company ("EPEC") and its successors
         pursuant to a registration rights agreement between EPEC and the
         Partnership executed in connection with the acquisition by the
         Partnership of an additional interest in Viosca Knoll Gathering
         Company, (iii) as contemplated by the registration rights agreement
         dated as of August 28, 2000 between Crystal Gas Storage, Inc. and the
         Partnership, (iv) granted under the Partnership Credit Facility and
         related agreements, (v) as contemplated by the registration rights
         agreement dated May 27, 1999 by and among the Partnership, El Paso
         Energy Partners Finance Corporation (formerly Leviathan Finance
         Corporation), the Subsidiary Guarantors listed on Schedule A thereto,
         and Donaldson, Lufkin & Jenrette Securities Corporation and (vi)
         granted pursuant to this Agreement. The rights granted to the Holders
         hereunder do not in any way conflict with and are not inconsistent with
         the rights granted to the holders of the Issuers' and the Subsidiary
         Guarantors' securities under any agreement in effect on the date
         hereof.

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

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


                                       16
<PAGE>   18


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

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

                           (ii) if to the Issuers or the Subsidiary Guarantors:
                                El Paso Energy Partners, L.P.
                                4 Greenway Plaza
                                Houston, Texas 77046
                                Telecopier No.: (713) 420-5477
                                Attention: Chief Financial Officer

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

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

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

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

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

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

                  (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
         REGARD TO THE CONFLICT OF LAW RULES THEREOF.



                                       17
<PAGE>   19


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

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

                                     * * * *


                                       18
<PAGE>   20

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

                                Issuers:

                        EL PASO ENERGY PARTNERS, L.P.

                        By: EL PASO ENERGY PARTNERS COMPANY, as General Partner


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

                        EL PASO ENERGY PARTNERS FINANCE CORPORATION


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




                                       19
<PAGE>   21



                         Subsidiary Guarantors:

                         ARGO II, L.L.C.*
                         CRYSTAL HOLDING, L.L.C.*
                         CRYSTAL PROPERTIES AND TRADING COMPANY, L.L.C.*
                         DELOS OFFSHORE COMPANY, L.L.C.*
                         EL PASO ENERGY PARTNERS DEEPWATER, L.L.C.*
                         EL PASO ENERGY PARTNERS OIL TRANSPORT, L.L.C.*
                         EL PASO ENERGY PARTNERS OPERATING COMPANY, L.L.C.*
                         EWING BANK GATHERING COMPANY, L.L.C.*
                         FIRST RESERVE GAS, L.L.C.*
                         FLEXTREND DEVELOPMENT COMPANY, L.L.C.*
                         GREEN CANYON PIPE LINE COMPANY, L.P.*
                         HATTIESBURG GAS STORAGE COMPANY*
                         HATTIESBURG INDUSTRIAL GAS SALES COMPANY, L.L.C.*
                         MANTA RAY GATHERING COMPANY, L.L.C.*
                         PETAL GAS STORAGE COMPANY, L.L.C.*
                         POSEIDON PIPELINE COMPANY, L.L.C.
                         VK DEEPWATER GATHERING COMPANY, L.L.C.*
                         VK-MAIN PASS GATHERING COMPANY, L.L.C.*
                         VIOSCA KNOLL GATHERING COMPANY*


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




                                       20
<PAGE>   22


                               Initial Purchasers:

                               CREDIT SUISSE FIRST BOSTON CORPORATION


                               By: /s/ PAUL A. DAVIS
                                  -------------------------------------------
                               Name:   Paul A. Davis
                                    -----------------------------------------
                               Title:  Director
                                     ----------------------------------------

                               GOLDMAN, SACHS & CO.

                                /s/ GOLDMAN, SACHS & CO.
                               ----------------------------------------------


                               J.P. MORGAN SECURITIES INC.


                               By: /s/ D. B. CAPALDI
                                  -------------------------------------------
                               Name:   D. B. Capaldi
                                    -----------------------------------------
                               Title:  Vice President
                                     ----------------------------------------



                                       21
<PAGE>   23


                                                                      SCHEDULE A

<TABLE>
<CAPTION>

NAME OF SUBSIDIARY GUARANTOR                                  STATE OF ORGANIZATION
-----------------------------                                 ---------------------
<S>                                                           <C>
Argo II, L.L.C.                                                      Delaware
Crystal Holding, L.L.C.                                              Delaware
Crystal Properties and Trading Company, L.L.C.                       Delaware
Delos Offshore Company, L.L.C.                                       Delaware
El Paso Energy Partners Deepwater, L.L.C.                            Delaware
El Paso Energy Partners Oil Transport, L.L.C.                        Delaware
El Paso Partners Operating Company, L.L.C.                           Delaware
Ewing Bank Gathering Company, L.L.C.                                 Delaware
First Reserve Gas, L.L.C.                                            Delaware
Flextrend Development Company, L.L.C.                                Delaware
Green Canyon Pipe Line Company, L.P.                                 Delaware
Hattiesburg Gas Storage Company                                      Delaware
Hattiesburg Industrial Gas Sales                                     Delaware
          Company, L.L.C.
Manta Ray Gathering Company, L.L.C.                                  Delaware
Petal Gas Storage Company, L.L.C.                                    Delaware
Poseidon Pipeline Company, L.L.C.                                    Delaware
VK Deepwater Gathering Company, L.L.C.                               Delaware
VK-Main Pass Gathering Company, L.L.C.                               Delaware
Viosca Knoll Gathering Company                                       Delaware
</TABLE>