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                                                                    EXHIBIT 4.10


                       KINDER MORGAN ENERGY PARTNERS, L.P.

                    $250,000,000 7.50% SENIOR NOTES DUE 2010

                                   ----------

                          REGISTRATION RIGHTS AGREEMENT


                                                                November 8, 2000

Banc of America Securities LLC
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255

Ladies and Gentlemen:

         Kinder Morgan Energy Partners, L.P., a Delaware limited partnership
(the "Partnership"), proposes to issue and sell to you (the "Purchaser") upon
the terms and subject to the conditions set forth in the Purchase Agreement (as
defined herein) an aggregate of $250,000,000 principal amount of its 7.50%
Senior Notes due 2010. As an inducement to the Purchaser to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Purchaser thereunder, the Partnership agrees with the Purchaser for the benefit
of holders (as defined herein) from time to time of the Registrable Securities
(as defined herein) as follows:

SECTION 1. Certain Definitions.

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

         "Indenture" shall mean the Indenture, dated as of November 8, 2000,
between the Partnership and First Union National Bank, as Trustee, as the same
shall be amended from time to time.

         "NASD" shall mean the National Association of Securities Dealers, Inc.

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

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

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

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
November 1, 2000, between the Partnership and the Purchaser, as the same shall
be amended from time to time.

         "Purchaser" shall mean Banc of America Securities LLC.

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

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

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

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

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

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

         "Securities" shall mean the 7.50% Senior Notes due 2010 of the
Partnership to be issued and sold to the Purchaser.

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

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

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

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

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

SECTION 2. Registration Under the Securities Act.

                  (a) Except as set forth in Section 2(b) below, the Partnership
agrees to use its reasonable efforts to file under the Securities Act, as soon
as practicable, but no later than 120 days after the Closing Date, a single
registration statement relating to an offer to exchange (such registration
statement, the "Exchange Registration Statement" and, such offer, the "Exchange
Offer") any and all of the Securities for a like aggregate principal amount of
debt securities issued by the Partnership, which debt securities will be
substantially identical to such Securities (and will be entitled to the benefits
of a trust indenture that will be substantially identical to the Indenture or is
the Indenture and that will be qualified under the Trust Indenture Act), except
that such new debt securities will have been registered pursuant to an effective
registration statement under the Securities Act, will not be subject to transfer
restrictions or registration rights and will not be entitled to the benefit of
provisions for the Additional Interest contemplated in Section 2(c) below (such
new debt securities hereinafter called "Exchange Securities"). The Partnership
agrees to use its reasonable efforts to cause the Exchange Registration
Statement to become effective under the Securities Act as soon as practicable,
but no later than 210 days after the Closing Date. The Exchange Offer will be
registered under the Securities Act on the appropriate form and will comply with
all applicable tender offer rules and regulations under the Exchange Act. The
Partnership further agrees to use its reasonable efforts to commence and
complete the Exchange Offer promptly, but no later than 45 Business Days after
the date on which such Exchange

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Registration Statement has become effective, to hold the Exchange Offer open for
at least 30 days and to exchange the Exchange Securities for all Registrable
Securities that have been properly tendered and not withdrawn on or prior to the
expiration of the Exchange Offer. The Exchange Offer shall be deemed to have
been completed upon the earlier to occur of (i) the Partnership having exchanged
Exchange Securities for all outstanding Registrable Securities that are properly
tendered and not withdrawn pursuant to the Exchange Offer and (ii) the
Partnership having exchanged, pursuant to the Exchange Offer, Exchange
Securities for all Registrable Securities that have been properly tendered and
not withdrawn before the expiration of the Exchange Offer, which shall be on a
date that is at least 30 days following the commencement of the Exchange Offer.
The Partnership agrees (x) to include in the Exchange Registration Statement a
prospectus for use in any resales by any holder of Exchange Securities that is a
broker-dealer and (y) to keep such Exchange Registration Statement effective for
a period (the "Resale Period") beginning when Exchange Securities are first
issued in the Exchange Offer and ending upon the earlier of the expiration of
the 120th day after the Exchange Offer has been completed or such time as such
broker-dealers no longer own any Registrable Securities. With respect to such
Exchange Registration Statement, such holders shall have the benefit of the
rights of indemnification and contribution set forth in Sections 5(a), (c), (d)
and (e) hereof.

                  (b) If (i) the Partnership determines that the Exchange
Registration Statement is not available or the Exchange Offer may not be
consummated because it would violate applicable law or the applicable
interpretations of the staff of the Commission, (ii) the Exchange Offer has not
been completed within 210 days plus 45 Business Days following the Closing Date
or (iii) in the opinion of counsel for the Purchaser, under applicable law or
the applicable interpretations of the staff of the Commission, the Purchaser is
not entitled to tender Securities in the Exchange Offer or must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any offering or sale of Registrable Securities, the Partnership
shall, in lieu of conducting the Exchange Offer contemplated by Section 2(a)
hereof, use its reasonable efforts to file under the Securities Act, as soon as
practicable after the time such obligation to file arises, a "shelf"
registration statement providing for the registration of, and the sale on a
continuous or delayed basis by the holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the "Shelf Registration" and, such registration
statement, the "Shelf Registration Statement"). The Partnership agrees to use
its reasonable efforts to cause the Shelf Registration Statement to become or be
declared effective and to keep such Shelf Registration Statement continuously
effective for a period ending on the earlier of the second anniversary of the
Closing Date or, if Rule 144(k) is amended to provide a shorter restrictive
period, such shorter period (the "Rule 144(k) Holding Period") or such time as
there are no longer any Registrable Securities outstanding; provided, however,
that no holder shall be entitled to be named as a selling securityholder in the
Shelf Registration Statement or to use the prospectus forming a part thereof for
resales of Registrable Securities unless such holder is an Electing Holder, and
furnishes to the Partnership in writing, within 20 days after receipt of a
request therefor, such information with respect to such Electing Holder required
under Regulation S-K under the Act as the Partnership may reasonably request for
use in connection with any Shelf Registration Statement or Prospectus or
preliminary prospectus

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included therein. No Electing Holder shall be entitled to Additional Interest
pursuant to Section 2(c) hereof unless and until such Electing Holder shall have
used its reasonable efforts to provide all such reasonably requested
information. Each Electing Holder as to which any Shelf Registration Statement
is being effected agrees to furnish promptly to the Partnership all information
required to be disclosed in order to make the information previously furnished
to the Partnership by such Electing Holder not materially misleading. The
Partnership further agrees to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Partnership for
such Shelf Registration Statement or by the Securities Act or rules and
regulations thereunder for shelf registration, and the Partnership agrees to
furnish to each Electing Holder copies of any such supplement or amendment
promptly after its being used following its filing with the Commission.

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

                           (i) if the Exchange Registration Statement or Shelf
         Registration Statement is not filed within 120 days following the
         Closing Date, then commencing on the 121st day after the Closing Date,
         Additional Interest shall accrue on the Securities over and above the
         otherwise applicable interest rate at a rate of 0.25% per year; or

                           (ii) if an Exchange Registration Statement or Shelf
         Registration Statement is filed and is not declared effective within
         210 days following the Closing Date, then commencing on the 210th day
         after the Closing Date, Additional Interest shall accrue on the
         Securities over and above the otherwise applicable interest rate at a
         rate of 0.25% per year; or

                           (iii) if either (A) the Partnership has not exchanged
         Exchange Securities for all Securities validly tendered in accordance
         with the terms of the Exchange Offer on or prior to 45 Business Days
         after the date on which the Exchange Registration Statement was
         declared effective, or (B) the Shelf Registration Statement has been
         declared effective, but such Shelf Registration Statement ceases to be
         effective at any time (I) prior to the expiration of the Rule 144(k)
         Holding Period and (II) while Registrable Securities are outstanding,

         then Additional Interest shall accrue on the Securities over and above
         the otherwise applicable interest rate at a rate of 0.25% per year
         commencing on the (x) 46th Business Day after such effective date, in
         the case of (A) above, or (y) the day the Shelf Registration Statement
         ceases to be effective, in the case of (B) above;

provided, however, that the circumstances under which the Partnership may be
required to pay Additional Interest are not cumulative and the rate at which
Additional Interest accrues on the Securities shall never exceed 0.25% per year;
and, provided further, that Additional Interest on the

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Securities shall cease to accrue upon the earlier of (i) when all Additional
Interest Events have been cured or (ii) upon the expiration of the Rule 144(k)
Holding Period. For purposes of clarifying the foregoing provisions, Additional
Interest shall not accrue at any time that there are no Registrable Securities
outstanding.

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

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

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

SECTION 3. Registration Procedures.

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

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

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

                           (i) use its reasonable efforts to prepare and file
         with the Commission, as soon as practicable, but no later than 120 days
         after the Closing Date, an Exchange Registration Statement on any form
         that may be utilized by the Partnership and that shall permit the
         Exchange Offer and resales of Exchange Securities by broker-dealers
         during the Resale Period to be effected as contemplated by Section 2(a)
         hereof, and use its reasonable efforts to cause such Exchange
         Registration Statement to become effective as soon as practicable
         thereafter, but no later than 210 days following the Closing Date;

                           (ii) as soon as practicable prepare and file with the
         Commission such amendments and supplements to such Exchange
         Registration Statement and the prospectus included therein as may be
         necessary to effect and maintain the effectiveness of such

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

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

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


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         Registration Statement applicable to such Exchange Securities until
         such broker-dealer shall have received copies of such amended or
         supplemented prospectus and, if so directed by the Partnership, such
         broker-dealer shall deliver to the Partnership (at the Partnership's
         expense) all copies of the prospectus covering such Exchange Securities
         then in such broker-dealers' possession for the purpose of making
         offers of Exchange Securities;

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

                           (vi) use its reasonable efforts to (A) register or
         qualify the Exchange Securities under the securities laws or blue sky
         laws of such jurisdictions as any holder of Exchange Securities shall
         reasonably request in writing no later than the commencement of the
         Exchange Offer, (B) keep such registrations or qualifications in effect
         and comply with such laws so as to permit the continuance of offers,
         sales and dealings therein in such jurisdictions until the expiration
         of the Resale Period and (C) take any and all other actions as may be
         reasonably necessary to enable each broker-dealer holding Exchange
         Securities to consummate the disposition thereof in such jurisdictions
         under the securities laws or blue sky laws of such jurisdictions;
         provided, however, that the Partnership shall not be required for any
         such purpose to (1) qualify as a foreign partnership or as a dealer in
         securities in any jurisdiction wherein it would not otherwise be
         required to qualify but for the requirements of this Agreement, (2)
         consent to general service of process in any such jurisdiction or
         subject itself to taxation in any such jurisdiction if it is not
         already so subject or (3) make any changes to its certificate of
         limited partnership or its agreement of limited partnership or any
         agreement between it and its unitholders;

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

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

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

         As a condition to its participation in the Exchange Offer pursuant to
the terms of this Agreement, each Electing Holder shall furnish, upon the
request of the Partnership, prior to the consummation thereof, a written
representation to the Partnership (which may be contained in the

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letter of transmittal contemplated by the Exchange Registration) to the effect
that (A) it is not an affiliate of the Partnership, (B) it is not engaged in,
and does not intend to engage in, and has no arrangement or understanding with
any person to participate in, a distribution of the Exchange Securities to be
issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in
its ordinary course of business. In addition, although Electing Holders shall
otherwise cooperate in the Partnership's preparation for the Exchange Offer,
each Electing Holder hereby acknowledges and agrees that any broker-dealer who
purchases the Securities from the Partnership to resell pursuant to Rule 144A or
any other available exemption under the Securities Act or any Electing Holder
who is an affiliate of the Partnership or who intends to use the Exchange Offer
to participate in a distribution of the Exchange Securities to be acquired in
the Exchange Offer (1) could not under Commission policy as in effect on the
date of this Agreement rely on the position of the Commission enunciated in
Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission's letter
to Shearman & Sterling dated July 2, 1993, and similar no-action letters, (2)
will not be entitled to tender Securities in the Exchange Offer, and (3) must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any sale or transfer of the Securities unless
such sale or transfer is made pursuant to any exemption from such requirements.

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

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

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

                           (iii) after the Effective Time of the Shelf
         Registration Statement, upon the request of any holder of Registrable
         Securities that is not then an Electing Holder, promptly send a Notice
         and Questionnaire to such holder; provided, that the Partnership


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         shall not be required to take any action to name such holder as a
         selling securityholder in the Shelf Registration Statement or to enable
         such holder to use the prospectus forming a part thereof for resales of
         Registrable Securities until such holder has returned a completed and
         signed Notice and Questionnaire to the Partnership; and, provided
         further, that the Partnership shall not be required to file an
         amendment to such Shelf Registration Statement for the sole reason of
         naming such holder as a selling securityholder in the Shelf
         Registration Statement;

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

                           (v) comply with the provisions of the Securities Act
         with respect to the disposition of all of the Registrable Securities
         covered by such Shelf Registration Statement in accordance with the
         intended methods of disposition by the Electing Holders provided for in
         such Shelf Registration Statement;

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

                           (vii) for a reasonable period prior to the filing of
         such Shelf Registration Statement, and throughout the period specified
         in Section 2(b) hereof, make available at reasonable times at the
         Partnership's principal place of business or such other reasonable
         place for inspection by the persons referred to in Section 3(c)(vi)
         hereof who shall certify to the Partnership that they have a current
         intention to sell the Registrable Securities pursuant to the Shelf
         Registration such financial and other information and books and records
         of the Partnership, and reasonably cause the officers, employees,
         counsel and independent certified public accountants of the Partnership
         to respond to such inquiries, as shall be reasonably necessary to
         conduct a reasonable investigation within the meaning of Section 11 of
         the Securities Act; provided, however, that each such party shall be
         required to maintain in confidence and not to disclose to any other
         person any information or records considered by the Partnership in good
         faith as being confidential, until such time as (A) such information
         becomes a matter of public record (whether by virtue of its



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         inclusion in such Shelf Registration Statement or otherwise), or (B)
         such person shall be required so to disclose such information pursuant
         to a subpoena or order of any court or other governmental agency or
         body having jurisdiction over the matter (subject to the requirements
         of such order, and only after such person shall have given the
         Partnership prompt prior written notice of such requirement), or (C)
         such information is required, as determined by the Partnership in good
         faith and its counsel, to be set forth in such Shelf Registration
         Statement or the prospectus included therein or in an amendment to such
         Shelf Registration Statement or an amendment or supplement to such
         prospectus in order that such Shelf Registration Statement, prospectus,
         amendment or supplement, as the case may be, complies with applicable
         requirements of the federal securities laws and the rules and
         regulations of the Commission thereunder and does not contain an untrue
         statement of a material fact or omit to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing;

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

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

                           (x) if requested by any managing underwriter or
         underwriters, any placement or sales agent or any Electing Holder,
         promptly incorporate in a prospectus

                                       12

<PAGE>   13



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

                           (xi) furnish to each Electing Holder, each placement
         or sales agent, if any, therefor, each underwriter, if any, thereof and
         the respective counsel referred to in Section 3(c)(vi), a copy of such
         Shelf Registration Statement, each such amendment and supplement
         thereto (in each case including all exhibits thereto (in the case of an
         Electing Holder of Registrable Securities, upon request) and documents
         incorporated by reference therein) and such number of copies of such
         Shelf Registration Statement (excluding exhibits thereto and documents
         incorporated by reference therein unless specifically so requested by
         such Electing Holder, agent or underwriter, as the case may be) and of
         the prospectus included in such Shelf Registration Statement (including
         each preliminary prospectus and any summary prospectus), in conformity
         in all material respects with the applicable requirements of the
         Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder, and such other documents as
         such Electing Holder, agent, if any, and underwriter, if any, may
         reasonably request in order to facilitate the offering and disposition
         of the Registrable Securities owned by such Electing Holder, offered or
         sold by such agent or underwritten by such underwriter and to permit
         such Electing Holder, agent and underwriter to satisfy the prospectus
         delivery requirements of the Securities Act; and the Partnership hereby
         consents to the use of such prospectus (including such preliminary and
         summary prospectus) and any amendment or supplement thereto by each
         such Electing Holder and by any such agent and underwriter, in each
         case in the form most recently provided to such person by the
         Partnership, in connection with the offering and sale of the
         Registrable Securities covered by the prospectus (including such
         preliminary and summary prospectus) or any supplement or amendment
         thereto;

                           (xii) use reasonable efforts to (A) register or
         qualify the Registrable Securities to be included in such Shelf
         Registration Statement under such securities laws or blue sky laws of
         such jurisdictions as any Electing Holder and each placement or sales
         agent, if any, therefor and underwriter, if any, thereof shall
         reasonably request in writing, (B) keep such registrations or
         qualifications in effect and comply with such laws so as to permit the
         continuance of offers, sales and dealings therein in such jurisdictions
         during the

                                       13

<PAGE>   14



         period the Shelf Registration is required to remain effective under
         Section 2(b) above, and (C) take any and all other actions as may be
         reasonably necessary to enable each such Electing Holder, agent, if
         any, and underwriter, if any, to consummate the disposition in such
         jurisdictions under the securities laws or blue sky laws of such
         jurisdictions; provided, however, that the Partnership shall not be
         required for any such purpose to (1) qualify as a foreign partnership
         or as a dealer in securities in any jurisdiction wherein it would not
         otherwise be required to qualify but for the requirements of this
         Agreement, (2) consent to general service of process in any such
         jurisdiction or subject itself to taxation in any such jurisdiction if
         it is not already so subject, or (3) make any changes to its
         certificate of limited partnership or its agreement of limited
         partnership or any agreement between it and its unitholders;

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

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

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

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

                                       14

<PAGE>   15



                           (xvii) in connection with any underwritten offering
         of Registrable Securities pursuant to a Shelf Registration, to the
         extent requested by the underwriters thereof, (A) make such
         representations and warranties to the Electing Holders and the
         underwriters thereof in form, substance and scope as are customarily
         made in primary underwritten offerings of debt securities and covering
         matters including, but not limited to, those set forth in the Purchase
         Agreement; (B) obtain an opinion of counsel to the Partnership in
         customary form and covering such matters of the type customarily
         covered by such an opinion in primary offerings of debt securities as
         the underwriters thereof may reasonably request, addressed to such
         underwriters thereof and dated the effective date of such Shelf
         Registration Statement and the date of the closing under the
         underwriting agreement relating thereto) covering the matters
         customarily covered in opinions requested in primary underwritten
         offerings of debt securities (it being agreed that the matters to be
         covered by such opinion may be subject to customary qualifications and
         exceptions and it being understood that opinions that are substantially
         the same as those called for by the Purchase Agreement will be
         satisfactory for these purposes); (C) obtain a "cold comfort" letter or
         "cold comfort" letters from the independent certified public
         accountants of the Partnership addressed to the underwriters thereof,
         dated (i) the effective date of such Shelf Registration Statement and
         (ii) the effective date of any prospectus supplement to the prospectus
         included in such Shelf Registration Statement or post-effective
         amendment to such Shelf Registration Statement that includes unaudited
         or audited financial statements as of a date or for a period subsequent
         to that of the latest such statements included in such prospectus (and,
         if such Shelf Registration Statement contemplates an underwritten
         offering pursuant to any prospectus supplement to the prospectus
         included in such Shelf Registration Statement or post-effective
         amendment to such Shelf Registration Statement that includes unaudited
         or audited financial statements as of a date or for a period subsequent
         to that of the latest such statements included in such prospectus,
         dated the date of the closing under the underwriting agreement relating
         thereto), such letter or letters to be in customary form and covering
         such matters of the type customarily covered by letters of such type;
         (D) deliver such customary documents and certificates, including
         officers' certificates, as may be reasonably requested by the
         underwriters thereof to evidence the accuracy of the representations
         and warranties made pursuant to clause (A) above and the compliance
         with or satisfaction of any agreements or conditions contained in the
         underwriting agreement or other agreement entered into by the
         Partnership; and (E) undertake such obligations relating to expense
         reimbursement, indemnification and contribution as are provided in
         Section 5 hereof;

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

                           (xix) comply with all applicable rules and
         regulations of the Commission, and make generally available to its
         securityholders as soon as practicable, but in any event

                                       15

<PAGE>   16



         not later than 18 months after the effective date of such Shelf
         Registration Statement, an earnings statement of the Partnership and
         its subsidiaries complying with Section 11(a) of the Securities Act
         (including, at the option of the Partnership, Rule 158 thereunder).

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

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

                                       16

<PAGE>   17



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

SECTION 4. Registration Expenses.

         The Partnership agrees to bear and to pay or cause to be paid promptly
all reasonable expenses incident to the Partnership's performance of or
compliance with this Registration Rights Agreement, including (a) all Commission
and any applicable National Association of Securities Dealers, Inc. ("NASD")
registration, filing and review fees and expenses, including fees and
disbursements of one counsel for the placement or sales agent or underwriters as
a group in connection with such NASD registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the state securities and blue sky laws referred to in
Section 3(c)(xii) hereof and determination of their eligibility for investment
under the laws of such jurisdictions as any managing underwriters or the
Electing Holders may reasonably designate, but not the fees and disbursements of
counsel for the Electing Holders or underwriters as a group in connection with
such qualification and determination, (c) all expenses relating to the
preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Securities for
delivery and the expenses of printing or producing any required underwriting
agreements, agreements among underwriters, selling agreements and blue sky or
legal investment memoranda and all other documents in connection with the
offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses incurred by the Partnership, its counsel and auditors relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal expenses (including all salaries and
expenses of the Partnership's officers and employees performing legal or
accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Partnership (including the
expenses of any opinions or "cold comfort" letters required by or incident to
such performance and compliance), (h) fees, disbursements and expenses of one
counsel for the Electing Holders retained in connection with a Shelf
Registration, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Partnership), (i)
any fees charged by securities rating services for rating the Securities, and
(j) fees, expenses and disbursements of any other persons, including special
experts, retained by the Partnership in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are reasonably incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the
Partnership shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. Notwithstanding the

                                       17

<PAGE>   18



foregoing, the holders of the Registrable Securities being registered shall pay
all agency fees and commissions, transfer taxes, if any, and underwriting
discounts and commissions attributable to the sale of such Registrable
Securities and the fees and disbursements of any counsel or other advisors or
experts retained by such holders (severally or jointly), other than the counsel
and experts specifically referred to above.

SECTION 5. Indemnification.

                  (a) Indemnification by the Partnership. The Partnership will
indemnify and hold harmless each of the holders of Registrable Securities
included in an Exchange Registration Statement, each of the Electing Holders of
Registrable Securities included in a Shelf Registration Statement and each
person who participates as a placement or sales agent or as an underwriter in
any offering or sale of such Registrable Securities against any losses, claims,
damages or liabilities, joint or several, to which such holder, agent or
underwriter may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Exchange Registration Statement or Shelf
Registration Statement, as the case may be, under which such Registrable
Securities were registered under the Securities Act, or any preliminary, final
or summary prospectus contained therein or furnished by the Partnership to any
such holder, Electing Holder, agent or underwriter, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse such
holder, such Electing Holder, such agent and such underwriter for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Partnership shall not be liable to any such person in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement or amendment or supplement
thereto, in reliance upon and in conformity with written information furnished
to the Partnership by such person expressly for use therein; and, provided
further, that the Partnership shall not be liable to any such person, to the
extent that any such losses, claims, damages or liabilities arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact or
omission or alleged omission if either (A)(i) such person was required by law to
send or deliver, and failed to send or deliver, a copy of the prospectus with or
prior to delivery of written confirmation of the sale by such person to the
person asserting the claims from which such losses, claims, damages or
liabilities arise and (ii) the prospectus previously delivered by the
Partnership to such person would have corrected such untrue statement or alleged
untrue statement or omission or alleged omission, (B)(i) such untrue statement
or alleged untrue statement or omission or alleged omission is corrected in an
amendment to the prospectus and (ii) having been previously furnished by or on
behalf of the Partnership with copies of the prospectus as so amended or
supplemented, such person failed to send or deliver a copy of such amendment to
the prospectus with or prior to the delivery of written confirmation of the sale
of a Registrable Security to the person asserting the claim from which such
losses, claims, damages or liabilities arise or


                                       18

<PAGE>   19



(C)(i) such person disposed of Registrable Securities to the person asserting
the claim from which such losses, claims, damages or liabilities arise pursuant
to an Exchange Registration Statement or Shelf Registration Statement and sent
or delivered, or was required by law to send or deliver, a prospectus to such
person in connection with such disposition, (ii) such person received a
suspension notice as provided in Sections 3(b)(iii)(C) through (E) and
3(c)(vii)(C) through (E) hereof in writing at least one Business Day prior to
the date of such disposition and (iii) such untrue statement or alleged untrue
statement or omission or alleged omission was the reason for such suspension
notice.

                  (b) Indemnification by the Holders and any Agents and
Underwriters. In the case of a Shelf Registration pursuant to Section 2(b)
hereof, each Electing Holder and each underwriter who participates as an
underwriter in any offering or sale of Registrable Securities to the Registrable
Securities, severally and not jointly, will (i) indemnify and hold harmless the
Partnership, and all other holders of Registrable Securities, against any
losses, claims, damages or liabilities to which the Partnership or such other
holders of Registrable Securities may become subject, under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Partnership to any such Electing Holder, agent or underwriter,
or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Partnership by
such Electing Holder or underwriter expressly for use therein, and (ii)
reimburse the Partnership for any legal or other expenses reasonably incurred by
the Partnership in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that no such Electing
Holder shall be required to undertake liability to any person under this Section
5(b) for any amounts in excess of the dollar amount of the proceeds to be
received by such Electing Holder from the sale of such Electing Holder's
Registrable Securities pursuant to such registration.

                  (c) Notices of Claims, Etc. Promptly after receipt by an
indemnified party under subsection (a) or (b) above of written notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party pursuant to the
indemnification provisions of or contemplated by this Section 5, notify such
indemnifying party in writing of the commencement of such action; but the
omission so to notify the indemnifying party shall not relieve it from any
liability that it may have to any indemnified party otherwise than under the
indemnification provisions of or contemplated by Section 5(a) or 5(b) hereof. In
case any such action shall be brought against any indemnified party and it shall
notify an indemnifying party of the commencement thereof, such indemnifying
party shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who


                                       19

<PAGE>   20



shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.

                  (d) Contribution. If for any reason the indemnification
provisions contemplated by Section 5(a) or Section 5(b) are unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified
party in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by such indemnifying party or by such indemnified party,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if contributions pursuant to this
Section 5(d) were determined by pro rata allocation (even if the holders or any
agents or underwriters or all of them were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in this Section 5(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages, or
liabilities (or actions in respect thereof) referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 5(d), no holder shall
be required to contribute any amount in excess of the amount by which the dollar
amount of the proceeds received by such holder from the sale of any Registrable
Securities (after deducting any fees, discounts and commissions applicable
thereto) exceeds the amount of any damages that such holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission, and no underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages that such underwriter has otherwise
been required to pay by

                                       20

<PAGE>   21



reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The holders'
and any underwriters' obligations in this Section 5(d) to contribute shall be
several in proportion to the principal amount of Registrable Securities
registered or underwritten, as the case may be, by them and not joint.

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

SECTION 6. Underwritten Offerings.

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

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

SECTION 7. Rule 144.

         The Partnership covenants to the holders of Registrable Securities that
to the extent it shall be required to do so under the Exchange Act, the
Partnership shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act), all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the

                                       21

<PAGE>   22



limitations of the exemption provided by Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the Commission. Upon the request of any holder
of Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Partnership shall advise such holder in writing as to whether the
Partnership has complied with such requirements.

SECTION 8. Miscellaneous.

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

                  (b) Specific Performance. The parties hereto acknowledge that
there would be no adequate remedy at law if the Partnership fails to perform any
of its obligations hereunder and that the Purchaser and the holders from time to
time of the Registrable Securities may be irreparably harmed by any such
failure, and accordingly agree that the Purchaser and such holders, in addition
to any other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Partnership
under this Registration Rights Agreement in accordance with the terms and
conditions of this Registration Rights Agreement, in any court of the United
States or any state thereof having jurisdiction; provided, that, in the case of
any terms of this Registration Rights Agreement for which Additional Interest
pursuant to Section 2(c) hereof is expressly provided as a remedy of a violation
of such terms, such Additional Interest shall be the sole monetary damages for
such violation.

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

                  (d) Parties in Interest. All the terms and provisions of this
Registration Rights Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the parties hereto and the holders from time to
time of the Registrable Securities and the respective successors and assigns of
the parties hereto and such holders; provided, however, that nothing herein
shall be deemed to permit any transfer of Registrable Securities in violation of
this Agreement, the Indenture or applicable law. In the event that any
transferee of any holder of


                                       22

<PAGE>   23



Registrable Securities shall acquire Registrable Securities, in any manner,
whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall be
held subject to all of the terms of this Registration Rights Agreement, and by
taking and holding such Registrable Securities such transferee shall be entitled
to receive the benefits of, and be conclusively deemed to have agreed to be
bound by all of the applicable terms and provisions of this Registration Rights
Agreement. If the Partnership shall so request, any such successor, assign or
transferee shall agree in writing to acquire and hold the Registrable Securities
subject to all of the applicable terms hereof.

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

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

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

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

                                       23

<PAGE>   24



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

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

                                       24

<PAGE>   25



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


                                        Very truly yours,


                                        KINDER MORGAN ENERGY
                                          PARTNERS, L.P.

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

                                            By: /s/ Joseph Listengart
                                               ----------------------
                                               Name: Joseph Listengart
                                               Title: Vice President



Accepted as of the date hereof:

BANC OF AMERICA SECURITIES LLC



By: /s/ Lily Chang
   ----------------------------
   Name: Lily Chang
   Title: Principal


                                       25

<PAGE>   26



                                                                       EXHIBIT A


                      KINDER MORGAN ENERGY PARTNERS, L.P.

                        INSTRUCTION TO DTC PARTICIPANTS

                               [DATE OF MAILING]

                     URGENT -- IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE]*

         The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the 7.50% Senior Notes due
2010 (the "Securities") of Kinder Morgan Energy Partners, L.P. (the
"Partnership") are held.

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

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


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


                                       A-1

<PAGE>   27



                       KINDER MORGAN ENERGY PARTNERS, L.P.

                        NOTICE OF REGISTRATION STATEMENT
                                       AND
                      SELLING SECURITYHOLDER QUESTIONNAIRE

                                     [DATE]

         Reference is hereby made to the Registration Rights Agreement (the
"Registration Rights Agreement") between Kinder Morgan Energy Partners, L.P.
(the "Partnership"), and the Purchaser named therein. Pursuant to the
Registration Rights Agreement, the Partnership has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (the "Shelf Registration Statement") for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"),
of the Partnership's 7.50% Senior Notes due 2010 (the "Securities"). A copy of
the Registration Rights Agreement is attached hereto. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.

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

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





                                       A-2

<PAGE>   28



                                    ELECTION

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

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




                                       A-3

<PAGE>   29



                                 QUESTIONNAIRE

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

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

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

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

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

(2)               Address for Notices to Selling Securityholder:

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

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

(3)               Beneficial Ownership of Securities:

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

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

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

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

                                       A-4

<PAGE>   30



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

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

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

         State any exceptions here:

(5)      Relationships with the Partnership:

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

         State any exceptions here:

(6)      Plan of Distribution:

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

         State any exceptions here:

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

                                       A-5

<PAGE>   31



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

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

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

         (i)      To the Partnership:       Park Shaper, Chief Financial Officer
                                            Kinder Morgan Energy Partners, L.P.
                                            One Allen Center
                                            500 Dallas Street, Suite 1000
                                            Houston,  Texas 77002

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

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

                                       A-6

<PAGE>   32



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


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


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

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

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



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


                                       A-7

<PAGE>   33


                                                                       EXHIBIT B

                         NOTICE OF TRANSFER PURSUANT TO
                             REGISTRATION STATEMENT

Kinder Morgan Energy Partners, L.P.
c/o First Union National Bank
5847 San Felipe, Suite 1050
Houston, Texas 77057

         Re:      Kinder Morgan Energy Partners, L.P. (the "Partnership")
                  7.50% Senior Notes due 2010

Dear Sirs:

         Please be advised that ________________ has transferred $250,000,000
aggregate principal amount of the above-referenced 7.50% Senior Notes due 2010
pursuant to an effective Registration Statement on Form S-3 (File No.
333-________) filed by the Partnership.

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

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


                                           Very truly yours,



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


                                           By:

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




                                       B-1