<PAGE>
                                                                     Exhibit 4.3


                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of January 18, 2005

                                  By and Among

                         ENERGY TRANSFER PARTNERS, L.P.,

                                 the GUARANTORS

                                       and

                          WACHOVIA CAPITAL MARKETS, LLC
                         BANC OF AMERICA SECURITIES LLC
                          BNP PARIBAS SECURITIES CORP.
                         GREENWICH CAPITAL MARKETS, INC.


                                  $750,000,000

                           5.95% SENIOR NOTES DUE 2015




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                                TABLE OF CONTENTS

Section                                                                 Page

1.   Definitions..................................................        1

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

3.   Shelf Registration Statement.................................        8

4.   Additional Interest..........................................        9

5.   Registration Procedures......................................       12

6.   Registration Expenses........................................       20

7.   Indemnification..............................................       21

8.   Rule 144 and 144A............................................       25

9.   Miscellaneous................................................       25

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                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "Agreement") is dated as of
January 18, 2005 by and among Energy Transfer Partners, L.P., a Delaware limited
partnership (the "Partnership"), the subsidiaries of the Partnership signing
this Agreement as Guarantors (the "Guarantors"), and Wachovia Capital Markets,
LLC, Banc of America Securities LLC, BNP Paribas Securities Corp., and Greenwich
Capital Markets, Inc. (collectively, the "Initial Purchasers").

      This Agreement is entered into in connection with the Purchase Agreement
(the "Purchase Agreement"), dated as of January 12, 2005, by and among the
Partnership, the Guarantors, and the Initial Purchasers that provides for the
sale by the Partnership to the Initial Purchasers of $750,000,000 aggregate
principal amount of the Partnership's 5.95% Senior Notes due 2015 (the "Notes").
The Notes will be fully and unconditionally guaranteed on an unsubordinated,
unsecured basis by the Guarantors as of their issue date (the "Guarantees"). The
Notes and the Guarantees together are referred to as the "Securities." To induce
the Initial Purchasers to enter into the Purchase Agreement, the Partnership and
the Guarantors have agreed to provide the registration rights set forth in this
Agreement for the benefit of the Initial Purchasers and their direct and
indirect transferees and assigns. The execution and delivery of this Agreement
is a condition to the Initial Purchasers' obligations to purchase the Securities
under the Purchase Agreement.

      The parties hereby agree as follows:

      1.    Definitions

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

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

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

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

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

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

            DTC means The Depository Trust Company.

            Effectiveness Date shall have the meaning set forth in Section
            4(a)(ii).

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

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


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

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

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

            Filing Date shall have the meaning set forth in Section 4(a)(i).

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

            Guarantors shall have the meaning set forth in the introductory
            paragraph.

            Holder means any holder of a Registrable Security.

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

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

            Indenture means the Indenture, dated as of January 18, 2005, by and
            among the Partnership, as issuer, the Guarantors, and Wachovia Bank,
            National Association, as trustee, as supplemented by the First
            Supplemental Indenture dated as of January 18, 2005 and as further
            amended or supplemented from time to time in accordance with the
            terms thereof.

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

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

            NASD means the National Association of Securities Dealers, Inc.

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

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

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

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

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

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

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

            Prospectus means the prospectus included in any Registration
            Statement, including any preliminary prospectus and any prospectus
            as amended or


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            supplemented by any prospectus supplement, and all other amendments
            and supplements to such prospectus with respect to the terms of the
            offering of any portion of the Registrable Securities, including
            post-effective amendments, in each case including all documents
            incorporated by reference therein.

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

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

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

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

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

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

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


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

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

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

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

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

            Trustee means the trustee under the Indenture.

      2.    Exchange Offer

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


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<PAGE>

                  injunction or other order or requirement of the Commission
                  or any other governmental agency or court, such Exchange
                  Registration Statement shall be deemed not to have become
                  effective for purposes of this Agreement during the period
                  of such delay or suspension until the Exchange Offer may
                  legally resume.

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

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

                  The Partnership and the Guarantors shall use their respective
                  reasonable efforts to keep the Exchange Registration Statement
                  effective and to amend and supplement the Prospectus contained
                  therein in order to permit


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                  such Prospectus to be lawfully delivered by all Persons
                  subject to the prospectus delivery requirements of the
                  Securities Act for such period of time as is necessary to
                  comply with applicable law in connection with any resale of
                  the Exchange Notes; provided, however, that such period shall
                  not exceed 180 days after the consummation of the Exchange
                  Offer (or such longer period if extended pursuant to the last
                  paragraph of Section 5 hereof) (the "Applicable Period").

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

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

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

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

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

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


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<PAGE>

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

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

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

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

            (c)   Delivery of Shelf Notice.

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


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<PAGE>

                  (ii)  If, (A) notwithstanding the efforts contemplated above,
                        the Partnership and the Guarantors are not permitted to
                        effect an Exchange Offer, (B) a Holder of Private
                        Exchange Notes so requests within 20 business days after
                        the consummation of the Private Exchange, (C) because of
                        any changes in law or in currently prevailing
                        interpretations of the staff of the Commission, a Holder
                        (other than an Initial Purchaser holding Notes acquired
                        directly from the Partnership and the Guarantors) is not
                        permitted to participate in the Exchange Offer and
                        requests the Partnership and the Guarantors in writing
                        within 20 business days after the consummation of the
                        Exchange Offer to have such Holder's Notes included in a
                        Registration Statement, (D) in the case of any Holder
                        that participates in the Exchange Offer, such Holder
                        does not receive Exchange Notes on the date of the
                        exchange that may be sold without restriction under
                        state and federal securities laws (other than due solely
                        to the status of such Holder as an affiliate of the
                        Partnership or the Guarantors within the meaning of the
                        Securities Act) and such Holder requests the Partnership
                        in writing within 20 business days after the
                        consummation of the Exchange Offer to have such Holder's
                        Notes included in a Registration Statement, or (E) for
                        any other reason the Partnership and the Guarantors do
                        not consummate the Exchange offer by the date
                        contemplated by Section 2(a)(iii), then the Partnership
                        and the Guarantors shall promptly deliver written notice
                        thereof (the "Shelf Notice") to the Trustee and the
                        affected Holder(s) of the Notes, and shall file a Shelf
                        Registration Statement with respect to the Notes
                        pursuant to Section 3 hereof.

      3.    Shelf Registration Statement

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

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


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<PAGE>

                  the Registrable Securities to be included in the Shelf
                  Registration Statement.

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

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

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

      4.    Additional Interest

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

                  (i)   if (A) neither the Exchange Registration Statement
                        nor the Shelf Registration Statement has been filed
                        with the Commission on or prior to the date that is
                        120 days after the Closing Date or (B)
                        notwithstanding that the Partnership and the
                        Guarantors have


                                       -9-
<PAGE>

                        consummated or will consummate the Exchange Offer, the
                        Partnership and the Guarantors are required to file a
                        Shelf Registration Statement and such Shelf Registration
                        Statement is not filed on or prior to the 90th day after
                        the delivery of the Shelf Notice applicable thereto,
                        then, commencing on the 121st date after the Closing
                        Date (in the case of foregoing clause (A)) or on the
                        91st day after the delivery of the Shelf Notice (in the
                        case of foregoing clause (B)) (each such respective
                        date, a "Filing Date"), Additional Interest shall accrue
                        on the Notes over and above the stated interest for the
                        Notes at a rate of 0.25% per year during the first
                        90-day period, and such rate will increase by an
                        additional 0.25% per year with respect to each
                        subsequent 90-day period, up to a maximum additional
                        interest rate of 1.0%;

                  (ii)  if (A) the Exchange Registration Statement is not
                        declared effective on or prior to the date that is 210
                        days after the Closing Date, or (B) notwithstanding that
                        the Partnership and the Guarantors have consummated or
                        will consummate the Exchange Offer, the Partnership and
                        the Guarantors are required to file a Shelf Registration
                        Statement and such Shelf Registration Statement is not
                        declared effective by the Commission on or prior to the
                        date that is 180 days after the delivery of the Shelf
                        Notice in respect of such Shelf Registration Statement,
                        then commencing on the 211th day after the Closing Date
                        (in the case of foregoing clause (A)) or on the 181st
                        day after delivery of the Shelf Notice (in the case of
                        foregoing clause (B)) (each such respective date, an
                        "Effectiveness Date"), Additional Interest shall accrue
                        on the Notes included or that should have been included
                        in such Registration Statement over and above the stated
                        interest for the Notes at a rate of 0.25% per year
                        during the first 90-day period, and such rate will
                        increase by an additional 0.25% per year with respect to
                        each subsequent 90-day period, up to a maximum
                        additional interest rate of 1.0%; and

                  (iii) if either (A) the Partnership and the Guarantors have
                        not exchanged Exchange Notes for all Notes validly
                        tendered in accordance with the terms of the Exchange
                        Offer on or prior to the 45th day after the date on
                        which the Exchange Registration Statement is first
                        declared effective or (B) if applicable, a Shelf
                        Registration Statement has been declared effective and
                        such Shelf Registration Statement ceases to be effective
                        at any time prior to the second anniversary of the
                        Closing Date (or such corresponding shorter restrictive
                        period, if Rule 144(k) is amended to provide a shorter
                        restrictive period) while any Registrable Securities are
                        outstanding, then Additional Interest shall accrue on
                        the Notes over and above the stated interest on the
                        Notes at a rate of 0.25% per year during the first
                        90-day period, and such rate will increase by


                                      -10-
<PAGE>

                        an additional 0.25% per year with respect to each
                        subsequent 90-day period, up to a maximum additional
                        interest rate of 1.0% commencing on (x) the 46th day
                        after such effective date of the Exchange Registration
                        Statement (in the case of foregoing clause (A) above) or
                        (y) the day such Shelf Registration Statement ceases to
                        be effective (in the case of foregoing clause (B)
                        above);

                  provided, however, that (1) the Additional Interest rate on
                  the Notes may not accrue under more than one of the foregoing
                  clauses (i) through (iii) of this Section 4(a) at any one
                  time, (2) at no time shall the aggregate amount of Additional
                  Interest accruing on the Notes exceed 1.0% per annum, (3) no
                  Additional Interest shall accrue on the Notes if the
                  Partnership and the Guarantors have timely filed an Exchange
                  Offer Registration Statement but are unable to complete the
                  Exchange Offer pursuant to Section 2(c) and have timely
                  delivered a Shelf Notice, unless the Partnership and the
                  Guarantors shall thereafter fail to satisfy one or more of the
                  time requirements specified above in clauses (i) through (iii)
                  of this Section 4(a) for filing and effectiveness of the Shelf
                  Registration Statement, in which event Additional Interest as
                  specified above shall accrue, and (4) all Additional Interest
                  payable on the Notes shall cease to accrue upon the earliest
                  to occur of (x) the expiration of the second anniversary of
                  the Closing Date or (y) the expiration of such shorter
                  restrictive period applicable to the Registrable Securities
                  that may be required pursuant to Rule 144(k);

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

            (b)   Notification and Payment of Additional Interest. The
                  Partnership and the Guarantors shall notify the Trustee
                  within three business days after each date on which an
                  event occurs for which Additional Interest is required to
                  be paid pursuant to Section 4(a). Any amounts of Additional
                  Interest due pursuant to this Section 4 will be payable in
                  cash semi-annually in arrears on February 1 and August 1 of
                  each year (to the holders of record on the January 15 and
                  July 15 immediately preceding such interest payment dates),
                  commencing with the first such date occurring after any
                  such Additional Interest commences to accrue. The amount of
                  Additional Interest will be determined by multiplying the
                  applicable Additional


                                      -11-
<PAGE>
                  Interest rate by the principal amount of the Notes
                  outstanding, multiplied by a fraction, the numerator of which
                  is the number of days such Additional Interest rate was
                  applicable during such period (determined on the basis of a
                  360-day year consisting of twelve 30-day months and the
                  denominator of which is 360).

5.    Registration Procedures

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

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

      (b)   Prepare and file with the Commission such amendments and
            post-effective amendments to each Registration Statement as may be
            necessary to keep such Registration Statement continuously effective
            for the Effectiveness Period or the Applicable Period, as the case
            may be; cause the related Prospectus to be supplemented by any
            prospectus supplement required by applicable law, and as so
            supplemented to be filed pursuant to Rule 424 (or any similar
            provisions then in force) promulgated under the Securities Act; and
            comply with the provisions of the Securities Act and the Exchange
            Act applicable to it with respect to the disposition of all
            securities covered by such Registration Statement as so amended or
            in


                                      -12-
<PAGE>
            such Prospectus as so supplemented and with respect to the
            subsequent resale of any securities being sold by a Participating
            Broker-Dealer covered by any such Prospectus; the Partnership and
            the Guarantors shall be deemed not to have used their respective
            reasonable efforts to keep a Registration Statement effective during
            the Applicable Period if either of the Partnership or the Guarantors
            voluntarily takes any action that would result in selling Holders of
            the Registrable Securities covered thereby or Participating
            Broker-Dealers seeking to sell Exchange Notes not being able to sell
            such Registrable Securities or such Exchange Notes during that
            period, unless such action is required by applicable law or unless
            the Partnership and the Guarantors comply with this Agreement,
            including without limitation, the provisions of Section 5(k) hereof
            and the last paragraph of this Section 5.

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

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

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

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

            (iv)  of the receipt by the Partnership or the Guarantors of any
                  notification with respect to the suspension of the
                  qualification or


                                      -13-
<PAGE>
                  exemption from qualification of a Registration Statement or
                  any of the Registrable Securities or the Exchange Notes to be
                  sold by any Participating Broker-Dealer for offer or sale in
                  any jurisdiction, or the initiation or written threat of any
                  proceeding for such purpose;

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

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

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

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

      (e)   [RESERVED]

      (f)   If (i) a Shelf Registration Statement is filed pursuant to Section 3
            hereof or (ii) a Prospectus contained in an Exchange Registration
            Statement filed pursuant to Section 2 hereof is required to be
            delivered under the


                                      -14-
<PAGE>
            Securities Act by any Participating Broker-Dealer who seeks to sell
            Exchange Notes during the Applicable Period, furnish to each selling
            Holder of Registrable Securities and to each such Participating
            Broker-Dealer who so requests and to their respective counsel at the
            sole expense of the Partnership and the Guarantors, one conformed
            copy of such Registration Statement and each post-effective
            amendment thereto, including financial statements and schedules and,
            if requested, all documents incorporated or deemed to be
            incorporated therein by reference and all exhibits.

      (g)   If (i) a Shelf Registration Statement is filed pursuant to Section 3
            hereof or (ii) a Prospectus contained in an Exchange Registration
            Statement filed pursuant to Section 2 hereof is required to be
            delivered under the Securities Act by any Participating
            Broker-Dealer who seeks to sell Exchange Notes during the Applicable
            Period, deliver to each selling Holder of Registrable Securities, or
            each such Participating Broker-Dealer, as the case may be, and their
            respective counsel, at the sole expense of the Partnership and the
            Guarantors, as many copies of such Prospectus and each amendment or
            supplement thereto and any documents incorporated by reference
            therein as such Persons may reasonably request; and, subject to the
            last paragraph of this Section 5, the Partnership and the Guarantors
            hereby consent to the use of such Prospectus and each amendment or
            supplement thereto by each of the selling Holders of Registrable
            Securities or each such Participating Broker-Dealer, as the case may
            be, and the agents, if any, and dealers, if any, in connection with
            the offering and sale of the Registrable Securities covered by, or
            the sale by Participating Broker-Dealers of the Exchange Notes
            pursuant to, such Prospectus and any amendment or supplement
            thereto.

      (h)   Prior to any delivery of a Prospectus contained in the Exchange
            Registration Statement by any Participating Broker-Dealer who seeks
            to sell Exchange Notes during the Applicable Period, to use their
            reasonable efforts to register or qualify and to cooperate with the
            selling Holders of Registrable Securities or each such Participating
            Broker-Dealer, as the case may be, and their respective counsel in
            connection with the registration or qualification (or exemption from
            such registration or qualification) of such Registrable Securities
            for offer and sale under the securities or Blue Sky laws of such
            jurisdictions within the United States as any selling Holder or
            Participating Broker-Dealer reasonably requests in writing;
            provided, however, that where Exchange Notes held by Participating
            Broker-Dealers or Registrable Securities are offered other than
            through an underwritten offering, the Partnership and the Guarantors
            agree to cause their counsel to perform Blue Sky investigations and
            file registrations and qualifications required to be filed pursuant
            to this Section 5(h); use their reasonable efforts to keep each such
            registration or qualification (or exemption therefrom) effective
            during the period such Registration Statement is required to be kept
            effective and do any and all


                                      -15-
<PAGE>
            other acts or things reasonably necessary or advisable to enable the
            disposition in such jurisdictions of the Exchange Notes held by
            Participating Broker-Dealers or the Registrable Securities covered
            by the applicable Registration Statement; provided, however, that
            neither the Partnership nor the Guarantors shall be required to file
            any general consent to service of process or to qualify as a foreign
            corporation or as a securities dealer in any jurisdiction or to
            subject itself to taxation in respect of doing business in any
            jurisdiction in which it is not otherwise so subject.

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

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

      (k)   If (1) a Shelf Registration Statement is filed pursuant to Section 3
            hereof or (2) a Prospectus contained in an Exchange Registration
            Statement filed pursuant to Section 2 hereof is required to be
            delivered under the Securities Act by any Participating
            Broker-Dealer who seeks to sell Exchange Notes during the Applicable
            Period, upon the occurrence of any event contemplated by Section
            5(c)(v), 5(c)(vi) or 5(c)(vii) hereof, as promptly as practicable
            (in the case of 5(c)(vii) after cessation of the transaction
            referred to therein), prepare and (subject to Section 5(a) hereof)
            file with the Commission, at the Partnership's and Guarantors' sole
            expense, a supplement or post-effective amendment to the
            Registration Statement or a supplement to the related Prospectus or
            any document incorporated or deemed to be incorporated therein by
            reference, or file any other required document so that, as
            thereafter delivered to the purchasers of the Registrable Securities
            being sold thereunder or to the purchasers of the Exchange Notes to
            whom such Prospectus will be delivered by a Participating
            Broker-Dealer, any such Prospectus will not contain an untrue
            statement of a material fact or omit to state a material fact


                                      -16-
<PAGE>
            necessary to make the statements therein, in the light of the
            circumstances under which they were made, not misleading.

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

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

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


                                      -17-
<PAGE>
            public. Each selling Holder of such Registrable Securities and each
            such Participating Broker-Dealer will be required to agree that
            information obtained by it as a result of such inspections shall be
            deemed confidential and shall not be used by it as the basis for any
            market transactions in the securities of the Partnership or the
            Guarantors unless and until such information is generally available
            to the public. Each selling Holder of such Registrable Securities
            and each such Participating Broker-Dealer will be required to
            further agree that it will, upon learning that disclosure of such
            Records is sought in a court of competent jurisdiction, give notice
            to the Partnership and the Guarantors and allow the Partnership and
            the Guarantors to undertake appropriate action to prevent disclosure
            of the Records deemed confidential at the sole expense of
            Partnership and the Guarantors.

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

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

      (q)   If an Exchange Offer or a Private Exchange is to be consummated,
            upon delivery of the Registrable Securities by Holders to the
            Partnership or the Guarantors (or to such other Person as directed
            by the Partnership) in exchange for the Exchange Notes or the
            Private Exchange Notes, as the case may be, the Partnership or the
            Guarantors, as the case may be, shall mark, or cause to be marked,
            on such


                                      -18-
<PAGE>
            Registrable Securities that such Registrable Securities are being
            cancelled in exchange for the Exchange Notes or the Private Exchange
            Notes, as the case may be; in no event shall such Registrable
            Securities be marked as paid or otherwise satisfied.

      (r)   Cooperate with each seller of Registrable Securities covered by any
            Registration Statement and each Participating Broker-Dealer, if any,
            participating in the disposition of such Registrable Securities and
            their respective counsel in connection with any filings required to
            be made with the NASD.

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

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

            Each Holder of Registrable Securities and each Participating
            Broker-Dealer agrees by acquisition of such Registrable Securities
            or Exchange Notes to be sold by such Participating Broker-Dealer, as
            the case may be, that, upon actual receipt of any notice from the
            Partnership or the Guarantors of the happening of any event of the
            kind described in Sections 5(c)(ii), 5(c)(iv), 5(c)(v), 5(c)(vi) or
            5(c)(vii) hereof, such Holder will forthwith discontinue disposition
            of such Registrable Securities covered by such Registration
            Statement or Prospectus or Exchange Notes to be sold by such Holder
            or Participating Broker-Dealer, as the case may be, until such
            Holder's or Participating Broker-Dealer's receipt of the copies of
            the supplemented or amended Prospectus contemplated by Section 5(k)
            hereof, or until it is advised in writing by the Partnership and the
            Guarantors that the use of the applicable Prospectus may be resumed,
            and has received copies of any amendments or supplements thereto. If
            the Partnership or the Guarantors shall give any such notice, each
            of the Effectiveness Period and the Applicable Period shall be
            extended by the number of days during such periods from and
            including the date of the


                                      -19-
<PAGE>
            giving of such notice to and including the date when each seller of
            Registrable Securities covered by such Registration Statement or
            Exchange Notes to be sold by such Participating Broker-Dealer, as
            the case may be, shall have received (i) the copies of the
            supplemented or amended Prospectus contemplated by Section 5(k)
            hereof or (ii) written notice that use of the applicable Prospectus
            may be resumed, provided that the Effectiveness Period and the
            Applicable Period shall not be extended beyond two years after the
            Closing Date.

6.    Registration Expenses

      (a)   All fees and expenses incident to the performance of or compliance
            with this Agreement by the Partnership and the Guarantors shall be
            borne by the Partnership and the Guarantors whether or not the
            Exchange Registration Statement or a Shelf Registration Statement is
            filed or becomes effective, including, without limitation, (i) all
            registration and filing fees (including, without limitation, fees
            and expenses of compliance with state securities or Blue Sky laws
            (including, without limitation, reasonable fees and disbursements of
            counsel in connection with Blue Sky qualifications of the
            Registrable Securities or Exchange Notes and determination of the
            eligibility of the Registrable Securities or Exchange Notes for
            investment under the laws of such jurisdictions (x) where the
            holders of Registrable Securities are located, in the case of the
            Exchange Notes, or (y) as provided in Section 5(h) hereof, in the
            case of Registrable Securities or Exchange Notes to be sold by a
            Participating Broker-Dealer during the Applicable Period)), (ii)
            printing and duplicating expenses, including, without limitation,
            expenses of preparing certificates for Registrable Securities or
            Exchange Notes in a form eligible for deposit with DTC and of
            printing or duplicating Prospectuses if the printing of Prospectuses
            is requested by the Holders of a majority in aggregate principal
            amount of the Registrable Securities included in any Registration
            Statement or sold by any Participating Broker-Dealer, as the case
            may be, (iii) messenger, telephone and delivery expenses, (iv) fees
            and disbursements of counsel for the Partnership and the Guarantors
            and fees and disbursements of special counsel for the sellers of
            Registrable Securities (subject to the provisions of Section 6(b)
            hereof), (v) rating agency fees, if any, and any fees associated
            with making the Registrable Securities or Exchange Notes eligible
            for trading through DTC, (vi) Securities Act liability insurance, if
            the Partnership and the Guarantors desire such insurance, (vii) fees
            and expenses of all other Persons retained by the Partnership and
            the Guarantors, (viii) internal expenses of the Partnership and the
            Guarantors (including, without limitation, all salaries and expenses
            of officers and employees of the Partnership and the Guarantors
            performing legal or accounting duties), (ix) the expense of any
            annual audit, (x) the fees and expenses incurred in connection with
            the listing of the securities to be registered on any securities
            exchange, if applicable, and (xi) the expenses relating to printing,
            word processing and


                                      -20-
<PAGE>
            distributing of all Registration Statements, underwriting
            agreements, securities sales agreements, indentures and any other
            documents necessary to comply with this Agreement.

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

7.    Indemnification

      (a)   Each of the Partnership and the Guarantors agrees to indemnify and
            hold harmless each Holder of Registrable Securities offered pursuant
            to a Shelf Registration Statement and each Participating
            Broker-Dealer selling Exchange Notes during the Applicable Period,
            the officers and directors of each such Person or its affiliates,
            and each other Person, if any, who controls any such Person or its
            affiliates within the meaning of either Section 15 of the Securities
            Act or Section 20 of the Exchange Act (each, a "Participant"), from
            and against any and all losses, claims, damages and liabilities
            (including, without limitation, the reasonable legal fees and other
            expenses actually incurred in connection with any suit, action or
            proceeding or any claim asserted) caused by, arising out of or based
            upon any untrue statement or alleged untrue statement of a material
            fact contained in any Registration Statement pursuant to which the
            offering of such Registrable Securities or Exchange Notes, as the
            case may be, is registered (or any amendment thereto) or related
            Prospectus (or any amendments or supplements thereto), or caused by,
            arising out of or based upon any omission or alleged omission to
            state therein a material fact required to be stated therein or
            necessary to make the statements therein, in the light of the
            circumstances under which they were made, not misleading; provided,
            however, that none of the Partnership or the Guarantors will be
            required to indemnify a Participant if (i) such losses, claims,
            damages or liabilities are caused by any untrue statement or
            omission or alleged untrue statement or omission made in reliance
            upon and in conformity with information relating to any Participant
            furnished to the Partnership and the Guarantors in writing by or on
            behalf of such Participant expressly for use therein or (ii) if such
            Participant sold to the Person asserting the claim the Registrable
            Notes or Exchange Notes that are the subject of such claim after
            receipt of a notice from the Partnership and the Guarantors pursuant
            to Sections 5(c)(ii), 5(c)(iv), 5(c)(v), 5(c)(vi) or 5(c)(vii)
            hereof and prior to receipt of copies of a supplemented or amended
            Prospectus contemplated by Section 5(k) hereof, or written


                                      -21-
<PAGE>
            notice from the Partnership and the Guarantors that the use of the
            applicable Prospectus may be resumed.

      (b)   Each Participant shall be required to agree to indemnify and hold
            harmless the Partnership and the Guarantors, the Partnership's
            directors and officers, the Guarantors' directors and officers and
            each Person who controls the Partnership and the Guarantors within
            the meaning of Section 15 of the Securities Act or Section 20 of the
            Exchange Act and each other Participant to the same extent as the
            foregoing indemnity from the Partnership and the Guarantors to each
            Participant, but only (i) with reference to information relating to
            such Participant furnished to the Partnership in writing by or on
            behalf of such Participant expressly for use in any Registration
            Statement or Prospectus or any amendment or supplement thereto or
            (ii) with respect to any untrue statement or representation made by
            such Participant in writing to the Partnership. The liability of any
            Participant under this paragraph shall in no event exceed the
            proceeds received by such Participant from sales of Registrable
            Securities or Exchange Notes giving rise to such obligations.

      (c)   If any suit, action, proceeding (including any governmental or
            regulatory investigation), claim or demand shall be brought or
            asserted against any Person in respect of which indemnity may be
            sought pursuant to either of the two preceding paragraphs, such
            Person (the "Indemnified Person") shall promptly notify the Person
            against whom such indemnity may be sought (the "Indemnifying
            Person") in writing, and the Indemnifying Person, upon request of
            the Indemnified Person, shall retain counsel reasonably satisfactory
            to the Indemnified Person to represent the Indemnified Person and
            any others the Indemnifying Person may reasonably designate in such
            proceeding and shall pay the reasonable fees and expenses actually
            incurred by such counsel related to such proceeding; provided,
            however, that the failure to so notify the Indemnifying Person shall
            not relieve it of any obligation or liability that it may have
            hereunder or otherwise (unless and only to the extent that such
            failure directly results in the loss or compromise of any material
            rights or defenses by the Indemnifying Person and the Indemnifying
            Person was not otherwise aware of such action or claim). In any such
            proceeding, any Indemnified Person shall have the right to retain
            its own counsel, but the fees and expenses of such counsel shall be
            at the expense of such Indemnified Person unless (i) the
            Indemnifying Person and the Indemnified Person shall have mutually
            agreed in writing to the contrary, (ii) the Indemnifying Person
            shall have failed within a reasonable period of time to retain
            counsel reasonably satisfactory to the Indemnified Person or (iii)
            the named parties in any such proceeding (including any impleaded
            parties) include both the Indemnifying Person and the Indemnified
            Person and representation of both parties by the same counsel would
            be inappropriate due to actual or potential differing interests
            between them. It is understood that, unless there exists a conflict


                                      -22-
<PAGE>
                  among Indemnified Persons, the Indemnifying Person shall not,
                  in connection with any one such proceeding or separate but
                  substantially similar related proceedings in the same
                  jurisdiction arising out of the same general allegations, be
                  liable for the fees and expenses of more than one separate
                  firm (in addition to any local counsel) for all Indemnified
                  Persons, and that all such fees and expenses shall be
                  reimbursed promptly as they are incurred. Any such separate
                  firm for the Participants and such control Persons of
                  Participants shall be designated in writing by Participants
                  who sold a majority in interest of Registrable Securities and
                  Exchange Notes sold by all such Participants and any such
                  separate firm for the Partnership and the Guarantors, their
                  respective directors, officers and such control Persons of the
                  Partnership and the Guarantors shall be designated in writing
                  by the Partnership and the Guarantors. The Indemnifying Person
                  shall not be liable for any settlement of any proceeding
                  effected without its prior written consent, but if settled
                  with such consent or if there be a final non-appealable
                  judgment for the plaintiff for which the Indemnified Person is
                  entitled to indemnification pursuant to this Agreement, the
                  Indemnifying Person agrees to indemnify and hold harmless each
                  Indemnified Person from and against any loss or liability by
                  reason of such settlement or judgment. No Indemnifying Person
                  shall, without the prior written consent of the Indemnified
                  Person (which consent shall not be unreasonably withheld or
                  delayed), effect any settlement or compromise of any pending
                  or threatened proceeding in respect of which any Indemnified
                  Person is or could have been a party, and indemnity could have
                  been sought hereunder by such Indemnified Person, unless such
                  settlement (A) includes an unconditional written release of
                  such Indemnified Person, in form and substance reasonably
                  satisfactory to such Indemnified Person, from all liability on
                  claims that are the subject matter of such proceeding and (B)
                  does not include any statement as to an admission of fault,
                  culpability or failure to act by or on behalf of any
                  Indemnified Person.

         (d)      If the indemnification provided for in the first and second
                  paragraphs of this Section 7 is for any reason unavailable to,
                  or insufficient to hold harmless, an Indemnified Person in
                  respect of any losses, claims, damages or liabilities referred
                  to therein, then each Indemnifying Person under such
                  paragraphs, in lieu of indemnifying such Indemnified Person
                  thereunder and in order to provide for just and equitable
                  contribution, shall contribute to the amount paid or payable
                  by such Indemnified Person as a result of such losses, claims,
                  damages or liabilities in such proportion as is appropriate to
                  reflect the relative fault of the Indemnifying Person or
                  Persons on the one hand and the Indemnified Person or Persons
                  on the other in connection with the statements or omissions or
                  alleged statements or omissions that resulted in such losses,
                  claims, damages or liabilities (or actions in respect
                  thereof). The relative fault of the parties shall be
                  determined by reference to, among other things, whether the
                  untrue or alleged untrue statement of a material fact or the
                  omission or alleged


                                      -23-
<PAGE>
                  omission to state a material fact relates to information
                  supplied by the Partnership and the Guarantors on the one hand
                  or such Participant or such other Indemnified Person, as the
                  case may be, on the other, the parties' relative intent,
                  knowledge, access to information and opportunity to correct or
                  prevent such statement or omission, and any other equitable
                  considerations appropriate in the circumstances.

         (e)      The parties agree that it would not be just and equitable if
                  contribution pursuant to this Section 7 were determined by pro
                  rata allocation (even if the Participants were treated as one
                  entity for such purpose) or by any other method of allocation
                  that does not take account of the equitable considerations
                  referred to in the immediately preceding paragraph. The amount
                  paid or payable by an Indemnified Person as a result of the
                  losses, claims, damages and liabilities referred to in the
                  immediately preceding paragraph shall be deemed to include,
                  subject to the limitations set forth above, any reasonable
                  legal or other expenses actually incurred by such Indemnified
                  Person in connection with investigating or defending any such
                  action or claim. Notwithstanding the provisions of this
                  Section 7, in no event shall a Participant be required to
                  contribute any amount in excess of the amount by which
                  proceeds received by such Participant from sales of
                  Registrable Securities or Exchange Notes, as the case may be,
                  exceeds the amount of any damages that such Participant has
                  otherwise been required to pay or has paid by reason of such
                  untrue or alleged untrue statement or omission or alleged
                  omission. No Person guilty of fraudulent misrepresentation
                  (within the meaning of Section 11(f) of the Securities Act)
                  shall be entitled to contribution from any Person who was not
                  guilty of such fraudulent misrepresentation.

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

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


                                      -24-
<PAGE>
      8.    Rule 144 and 144A
            -----------------

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

      9.    Miscellaneous

            (a)   No Inconsistent Agreements. The Partnership and the Guarantors
                  have not entered into, as of the date hereof, and shall not,
                  after the date of this Agreement, enter into any agreement
                  with respect to any of the Partnership's or the Guarantors'
                  securities that is inconsistent with the rights granted to the
                  Holders of Registrable Securities in this Agreement or
                  otherwise conflicts with the provisions hereof. Except for
                  registration obligations that heretofore have been fulfilled
                  in their entirety, the Partnership and the Guarantors have not
                  entered and will not enter into any agreement with respect to
                  any of the Partnership's or the Guarantors' securities that
                  will grant to any Person piggy-back registration rights with
                  respect to a Registration Statement.

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

            (c)   Amendments and Waivers. The provisions of this Agreement may
                  not be amended, modified or supplemented, and waivers or
                  consents to departures from the provisions hereof may not be
                  given, otherwise than with the prior written consent of the
                  Partnership, the Guarantors, and the Holders of not less than
                  a majority in aggregate principal amount of the then
                  outstanding Registrable Securities.

                  Notwithstanding the foregoing, a waiver or consent to depart
                  from the provisions hereof with respect to a matter that
                  relates exclusively to the rights of Holders of Registrable
                  Securities whose securities are being sold pursuant to a
                  Registration Statement and that does not directly or
                  indirectly affect, impair, limit or compromise the rights of
                  other Holders of Registrable Securities may be given by
                  Holders of at least a majority in


                                      -25-
<PAGE>
                  aggregate principal amount of the Registrable Securities being
                  sold by such Holders pursuant to such Registration Statement;
                  provided, however, that the provisions of this sentence may
                  not be amended, modified or supplemented except in accordance
                  with the provisions of the immediately preceding sentence.

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

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

                           Wachovia Capital Markets, L.L.C.
                           One Wachovia Center, DC8
                           301 South College Street
                           Charlotte, NC 28288-0602
                           Facsimile No.: (704) 383-0353
                           Attention: Legal Division

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

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

                           Energy Transfer Partners, L.P.
                           8801 South Yale Ave., Suite 310
                           Tulsa, Oklahoma 74137
                           Facsimile No.: (918) 493-7290
                           Attention: General Counsel

                           with a copy to:

                           Winston & Strawn LLP
                           200 Park Avenue
                           New York, New York 10166
                           Facsimile No.: (212) 294-4700
                           Attention: Robert Ericson

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


                                      -26-
<PAGE>
                           air courier; and when receipt is acknowledged by the
                           addressee, if sent by facsimile.

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

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

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

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

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

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

            (j)   Notes Held by the Partnership and the Guarantors or their
                  Affiliates. Whenever the consent or approval of Holders of a
                  specified percentage of


                                      -27-
<PAGE>
                  Registrable Securities is required hereunder, Registrable
                  Securities held by the Partnership and the Guarantors or their
                  affiliates (as such term is defined in Rule 405 under the
                  Securities Act) shall not be counted in determining whether
                  such consent or approval was given by the Holders of such
                  required percentage.

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

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

                            [Signature Pages Follow]


                                      -28-
<PAGE>
      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                       ENERGY TRANSFER PARTNERS, L.P.

                                       By: U.S. Propane, L.P.
                                           Its: General Partner

                                        By:U.S. Propane, L.L.C.
                                           Its: General Partner

                                           By:  /s/  Ray C. Davis
                                                --------------------------------
                                           Name:  Ray C. Davis
                                           Title: Co-Chief Executive Officer


                                       LA GRANGE ACQUISITION, L.P.

                                       By: LA GP, LLC, its general partner

                                       By:  /s/  Ray C. Davis
                                            ------------------------------------
                                       Name:   Ray C. Davis
                                       Title:  Co-Chief Executive Officer


                                       LG PL, LLC

                                       By:  /s/  Ray C. Davis
                                            ------------------------------------
                                       Name:   Ray C. Davis
                                       Title:  Co-Chief Executive Officer

                                       ETC TEXAS PIPELINE, LTD.
                                       ETC GAS COMPANY, LTD.
                                       ETC OKLAHOMA PIPELINE, LTD.
                                       ETC KATY PIPELINE, LTD.
                                       ETC TEXAS PROCESSING, LTD.

                                       By: LG PL, LLC, its general partner

                                       By:  /s/  Ray C. Davis
                                            ------------------------------------
                                       Name:   Ray C. Davis
                                       Title:  Co-Chief Executive Officer


                Signature Page of Registration Rights Agreement
<PAGE>
                                       LGM, LLC

                                       By:  /s/  Ray C. Davis
                                            ------------------------------------
                                       Name:   Ray C. Davis
                                       Title:  Co-Chief Executive Officer


                                       ETC MARKETING, LTD.

                                       By: LGM, LLC, its general partner

                                       By:  /s/  Ray C. Davis
                                            ------------------------------------
                                       Name:   Ray C. Davis
                                       Title:  Co-Chief Executive Officer


                                       ETC OASIS GP, LLC

                                       By:  /s/  Ray C. Davis
                                            ------------------------------------
                                       Name:   Ray C. Davis
                                       Title:  Co-Chief Executive Officer


                                       OASIS PIPELINE, LP
                                       ETC OASIS, L.P.

                                       By: ETC OASIS GP, LLC, its general
                                           partner

                                       By:  /s/  Ray C. Davis
                                            ------------------------------------
                                       Name:   Ray C. Davis
                                       Title:  Co-Chief Executive Officer


                                       FIVE DAWACO, LLC

                                       By:  /s/  Ray C. Davis
                                            ------------------------------------
                                       Name:   Ray C. Davis
                                       Title:  Co-Chief Executive Officer


                Signature Page of Registration Rights Agreement
<PAGE>
                                       ET COMPANY I, LTD.
                                       CHALKLEY TRANSMISSION COMPANY, LTD.
                                       WHISKEY BAY GATHERING COMPANY, LTD.
                                       WHISKEY BAY GAS COMPANY, LTD.

                                         By: FIVE DAWACO, LLC, its general
                                             partner

                                         By:  /s/  Ray C. Davis
                                              ----------------------------------
                                         Name:   Ray C. Davis
                                         Title:  Co-Chief Executive Officer


                                       TETC, LLC

                                         By:  /s/  Ray C. Davis
                                              ----------------------------------
                                         Name:   Ray C. Davis
                                         Title:  Co-Chief Executive Officer


                                       TEXAS ENERGY TRANSFER COMPANY, LTD.

                                         By: TETC, LLC, its general partner

                                         By:  /s/  Ray C. Davis
                                              ----------------------------------
                                         Name:   Ray C. Davis
                                         Title:  Co-Chief Executive Officer


                                       OASIS PIPE LINE COMPANY

                                         By:  /s/  Ray C. Davis
                                              ----------------------------------
                                         Name:   Ray C. Davis
                                         Title:  Co-Chief Executive Officer


                                       OASIS PIPE LINE FINANCE COMPANY

                                         By:  /s/  Ray C. Davis
                                              ----------------------------------
                                         Name:   Ray C. Davis
                                         Title:  Co-Chief Executive Officer


                 Signature Page of Registration Rights Agreement
<PAGE>
                                       OASIS PARTNER COMPANY

                                       By:  /s/  Ray C. Davis
                                            ------------------------------------
                                       Name:   Ray C. Davis
                                       Title:  Co-Chief Executive Officer


                                       OASIS PIPE LINE MANAGEMENT
                                       COMPANY

                                       By:  /s/  Ray C. Davis
                                            ------------------------------------
                                       Name:   Ray C. Davis
                                       Title:  Co-Chief Executive Officer


                                       OASIS PIPE LINE COMPANY TEXAS L.P.


                                       By:   OASIS PIPE LINE MANAGEMENT
                                       COMPANY, its general partner


                                       By:  /s/  Ray C. Davis
                                            ------------------------------------
                                       Name:   Ray C. Davis
                                       Title:  Co-Chief Executive Officer



                                       ENERGY TRANSFER FUEL GP, LLC

                                       By:  /s/  Ray C. Davis
                                            ------------------------------------
                                       Name:   Ray C. Davis
                                       Title:  Co-Chief Executive Officer



                                       ENERGY TRANSFER FUEL, LP

                                       By: ENERGY TRANSFER FUEL GP, LLC, its
                                       general partner

                                       By:  /s/  Ray C. Davis
                                            ------------------------------------
                                       Name:   Ray C. Davis
                                       Title:  Co-Chief Executive Officer


                 Signature Page of Registration Rights Agreement
<PAGE>
                                       WACHOVIA CAPITAL MARKETS, LLC
                                       BANC OF AMERICA SECURITIES LLC
                                       BNP PARIBAS SECURITIES CORP.
                                       GREENWICH CAPITAL MARKETS, INC.

                                       BY:WACHOVIA CAPITAL MARKETS, LLC


                                       By:  /s/  Steven J. Taylor
                                            ------------------------------------
                                       Name:   Steven J. Taylor
                                       Title:  Managing Director


                 Signature Page of Registration Rights Agreement