<PAGE>

                                                                  EXHIBIT 4.10

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                         REGISTRATION RIGHTS AGREEMENT

                         Dated as of February 14, 2003

                                  By and Among

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

                                      and

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

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

                                  $500,000,000

                          6.875% SENIOR NOTES DUE 2033
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                     Page
-------                                                                     ----
<S>                                                                         <C>
1. Definitions .........................................................       1

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

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

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

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

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

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

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

9. Miscellaneous .......................................................      21
</TABLE>


                                       i
<PAGE>
                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "Agreement") is dated as of
February 14, 2003 by and among Enterprise Products Operating L.P., a Delaware
limited partnership (the "Operating Partnership"), Enterprise Products Partners
L.P., a Delaware limited partnership (the "Partnership"), and Wachovia
Securities, Inc., RBC Dominion Securities Corporation, Scotia Capital (USA)
Inc., SunTrust Capital Markets, Inc., HVB Capital Markets, Inc. and
Tokyo-Mitsubishi International plc (collectively, the "Initial Purchasers").

      This Agreement is entered into in connection with the Purchase Agreement
(the "Purchase Agreement"), dated as of February 7, 2003, by and among the
Operating Partnership, the Partnership, Enterprise Products GP, LLC and the
Initial Purchasers that provides for the sale by the Operating Partnership to
the Initial Purchasers of $500,000,000 aggregate principal amount of the
Operating Partnership's 6.875% Series A Senior Notes due 2033 (the "Notes"). The
Notes will be fully and unconditionally guaranteed on an unsubordinated,
unsecured basis (the "Guarantee") by the Partnership. The Notes and the
Guarantee together are referred to as the "Securities." To induce the Initial
Purchasers to enter into the Purchase Agreement, the Operating Partnership and
the Partnership have agreed to provide the registration rights set forth in this
Agreement for the benefit of the Initial Purchasers and their direct and
indirect transferees and assigns. The execution and delivery of this Agreement
is a condition to the Initial Purchasers' obligations to purchase the Securities
under the Purchase Agreement.

      The parties hereby agree as follows:

1. Definitions

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

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

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

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

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

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

      DTC means The Depository Trust Company.

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

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

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

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

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

      Holder means any holder of a Registrable Security.

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

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

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

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

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

      NASD means the National Association of Securities Dealers, Inc.

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

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

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

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

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

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

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

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

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

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


                                       2
<PAGE>
      Records shall have the meaning set forth in Section 5(n).

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

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

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

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

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

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

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

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

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

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

      Trustee means the trustee under the Indenture.


                                       3
<PAGE>
2. Exchange Offer

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

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


                                       4
<PAGE>
3 hereof. No securities other than the Exchange Notes shall be included in the
Exchange Registration Statement.

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

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

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

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


                                       5
<PAGE>
      In connection with the Exchange Offer, the Operating Partnership and the
Partnership shall:

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

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

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

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

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

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

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

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


                                       6
<PAGE>
      (ii) If, (A) notwithstanding the efforts contemplated above, the Operating
Partnership and the Partnership are not permitted to effect an Exchange Offer,
(B) a Holder of Private Exchange Notes so requests within 20 business days after
the consummation of the Private Exchange, (C) because of any changes in law or
in currently prevailing interpretations of the staff of the Commission, a Holder
(other than an Initial Purchaser holding Notes acquired directly from the
Operating Partnership and the Partnership) is not permitted to participate in
the Exchange Offer and requests the Operating Partnership and the Partnership in
writing within 20 business days after the consummation of the Exchange Offer to
have such Holder's Notes included in a Registration Statement, or (D) in the
case of any Holder that participates in the Exchange Offer, such Holder does not
receive Exchange Notes on the date of the exchange that may be sold without
restriction under state and federal securities laws (other than due solely to
the status of such Holder as an affiliate of the Operating Partnership or the
Partnership within the meaning of the Securities Act) and such Holder requests
the Operating Partnership in writing within 20 business days after the
consummation of the Exchange Offer to have such Holder's Notes included in a
Registration Statement, then the Operating Partnership and the Partnership shall
promptly deliver written notice thereof (the "Shelf Notice") to the Trustee and
the affected Holder(s), and shall file a Shelf Registration Statement pursuant
to Section 3 hereof.

3. Shelf Registration Statement

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

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

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


                                       7
<PAGE>
      (b) Withdrawal of Stop Orders. If the Shelf Registration Statement ceases
to be effective at any time during the Effectiveness Period due to the receipt
of a stop order from the Commission, the Operating Partnership and the
Partnership shall use their respective reasonable efforts to obtain the prompt
withdrawal of such stop order.

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

4. Additional Interest

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

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

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

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


                                       8
<PAGE>
      Registration Statement has been declared effective and such Shelf
      Registration Statement ceases to be effective at any time prior to the
      second anniversary of the Closing Date (or such corresponding shorter
      restrictive period, if Rule 144(k) is amended to provide a shorter
      restrictive period) while any Registrable Securities are outstanding, then
      Additional Interest shall accrue over and above the stated interest on the
      Notes at a rate of 0.25% per annum commencing on (x) the 46th business day
      after such effective date of the Exchange Registration Statement (in the
      case of foregoing clause (A) above) or (y) the day such Shelf Registration
      Statement ceases to be effective (in the case of foregoing clause (B)
      above);

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

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

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


                                       9
<PAGE>
5. Registration Procedures

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

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

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


                                       10
<PAGE>
      (c) If (i) a Shelf Registration Statement is filed pursuant to Section 3
hereof or (ii) a Prospectus contained in an Exchange Registration Statement
filed pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, notify the selling Holders of Registrable
Securities, or each such Participating Broker-Dealer, as the case may be, and
their counsel, promptly (but in any event within two business days) and confirm
such notice in writing:

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

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

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

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

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


                                       11
<PAGE>
            (F) of the Operating Partnership's and Partnership's determination
            that a post-effective amendment to a Registration Statement would be
            appropriate; and

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

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

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

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

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


                                       12
<PAGE>
copies of such Prospectus and each amendment or supplement thereto and any
documents incorporated by reference therein as such Persons may reasonably
request; and, subject to the last paragraph of this Section 5, the Operating
Partnership and the Partnership hereby consent to the use of such Prospectus and
each amendment or supplement thereto by each of the selling Holders of
Registrable Securities or each such Participating Broker-Dealer, as the case may
be, and the agents, if any, and dealers, if any, in connection with the offering
and sale of the Registrable Securities covered by, or the sale by Participating
Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any
amendment or supplement thereto.

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

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

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

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


                                       13
<PAGE>
required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
upon the occurrence of any event contemplated by Section 5(c)(v), 5(c)(vi) or
5(c)(vii) hereof, as promptly as practicable (in the case of 5(c)(vii) after
cessation of the transaction referred to therein), prepare and (subject to
Section 5(a) hereof) file with the Commission, at the Operating Partnership's
and Partnership's sole expense, a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Securities being sold thereunder or to the purchasers of the
Exchange Notes to whom such Prospectus will be delivered by a Participating
Broker-Dealer, any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.

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

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

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


                                       14
<PAGE>
potentially involving such Inspector and arising out of, based upon, relating to
or involving this Agreement or any transactions contemplated hereby or arising
hereunder or (D) the information in such Records has been made generally
available to the public. Each selling Holder of such Registrable Securities and
each such Participating Broker-Dealer will be required to agree that information
obtained by it as a result of such inspections shall be deemed confidential and
shall not be used by it as the basis for any market transactions in the
securities of the Operating Partnership or the Partnership unless and until such
information is generally available to the public. Each selling Holder of such
Registrable Securities and each such Participating Broker-Dealer will be
required to further agree that it will, upon learning that disclosure of such
Records is sought in a court of competent jurisdiction, give notice to the
Operating Partnership and the Partnership and allow the Operating Partnership
and the Partnership to undertake appropriate action to prevent disclosure of the
Records deemed confidential at the sole expense of Operating Partnership and the
Partnership.

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

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

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

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


                                       15
<PAGE>
Registrable Securities and their respective counsel in connection with any
filings required to be made with the NASD.

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

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

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

6. Registration Expenses

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


                                       16
<PAGE>
registration and filing fees (including, without limitation, fees and expenses
of compliance with state securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Securities or Exchange Notes and
determination of the eligibility of the Registrable Securities or Exchange Notes
for investment under the laws of such jurisdictions (x) where the holders of
Registrable Securities are located, in the case of the Exchange Notes, or (y) as
provided in Section 5(h) hereof, in the case of Registrable Securities or
Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable
Period)), (ii) printing and duplicating expenses, including, without limitation,
expenses of preparing certificates for Registrable Securities or Exchange Notes
in a form eligible for deposit with DTC and of printing or duplicating
Prospectuses if the printing of Prospectuses is requested by the Holders of a
majority in aggregate principal amount of the Registrable Securities included in
any Registration Statement or sold by any Participating Broker-Dealer, as the
case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Operating Partnership and the Partnership and
fees and disbursements of special counsel for the sellers of Registrable
Securities (subject to the provisions of Section 6(b) hereof), (v) rating agency
fees, if any, and any fees associated with making the Registrable Securities or
Exchange Notes eligible for trading through DTC, (vi) Securities Act liability
insurance, if the Operating Partnership and the Partnership desire such
insurance, (vii) fees and expenses of all other Persons retained by the
Operating Partnership and the Partnership, (viii) internal expenses of the
Operating Partnership and the Partnership (including, without limitation, all
salaries and expenses of officers and employees of the Operating Partnership and
the Partnership performing legal or accounting duties), (ix) the expense of any
annual audit, (x) the fees and expenses incurred in connection with the listing
of the securities to be registered on any securities exchange, if applicable,
and (xi) the expenses relating to printing, word processing and distributing of
all Registration Statements, underwriting agreements, securities sales
agreements, indentures and any other documents necessary to comply with this
Agreement.

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

7. Indemnification

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


                                       17
<PAGE>
untrue statement of a material fact contained in any Registration Statement
pursuant to which the offering of such Registrable Securities or Exchange Notes,
as the case may be, is registered (or any amendment thereto) or related
Prospectus (or any amendments or supplements thereto), or caused by, arising out
of or based upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
provided, however, that none of the Operating Partnership or the Partnership
will be required to indemnify a Participant if (i) such losses, claims, damages
or liabilities are caused by any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with information
relating to any Participant furnished to the Operating Partnership and the
Partnership in writing by or on behalf of such Participant expressly for use
therein or (ii) if such Participant sold to the Person asserting the claim the
Registrable Notes or Exchange Notes that are the subject of such claim after
receipt of a notice from the Operating Partnership and the Partnership pursuant
to Sections 5(c)(iv), 5(c)(v), 5(c)(vi) or 5(c)(vii) hereof and prior to receipt
of copies of a supplemented or amended Prospectus contemplated by Section 5(k)
hereof, or written notice from the Operating Partnership and the Partnership
that the use of the applicable Prospectus may be resumed.

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

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


                                       18
<PAGE>
Person and the Indemnified Person shall have mutually agreed in writing to the
contrary, (ii) the Indemnifying Person shall have failed within a reasonable
period of time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is
understood that, unless there exists a conflict among Indemnified Persons, the
Indemnifying Person shall not, in connection with any one such proceeding or
separate but substantially similar related proceedings in the same jurisdiction
arising out of the same general allegations, be liable for the fees and expenses
of more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed
promptly as they are incurred. Any such separate firm for the Participants and
such control Persons of Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Securities and
Exchange Notes sold by all such Participants and any such separate firm for the
Operating Partnership and the Partnership, their respective directors, officers
and such control Persons of the Operating Partnership and the Partnership shall
be designated in writing by the Operating Partnership and the Partnership. The
Indemnifying Person shall not be liable for any settlement of any proceeding
effected without its prior written consent, but if settled with such consent or
if there be a final non-appealable judgment for the plaintiff for which the
Indemnified Person is entitled to indemnification pursuant to this Agreement,
the Indemnifying Person agrees to indemnify and hold harmless each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment. No Indemnifying Person shall, without the prior written consent of the
Indemnified Person (which consent shall not be unreasonably withheld or
delayed), effect any settlement or compromise of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a
party, and indemnity could have been sought hereunder by such Indemnified
Person, unless such settlement (A) includes an unconditional written release of
such Indemnified Person, in form and substance reasonably satisfactory to such
Indemnified Person, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to an admission of
fault, culpability or failure to act by or on behalf of any Indemnified Person.

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


                                       19
<PAGE>
such statement or omission, and any other equitable considerations appropriate
in the circumstances.

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

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

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

8. Rule 144 and 144A

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


                                       20
<PAGE>
9. Miscellaneous

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

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

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

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

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


                                       21
<PAGE>
                     Wachovia Securities, Inc.
                     Legal Division
                     One Wachovia Center, DC8
                     301 South College Street
                     Charlotte, NC 28288-0630
                     Facsimile No.: (704) 383-0353
                     Attention: Laurie Watts, C&IB Practice Group - Fixed Income
                                Origination

            with a copy to:

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

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

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

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

            with a copy to:

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

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

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

      (e) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto;
provided, however, that


                                       22
<PAGE>
this Agreement shall not inure to the benefit of or be binding upon a successor
or assign of a Holder unless and to the extent such successor or assign holds
Registrable Securities.

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

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

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

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

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

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

      (l) Entire Agreement. This Agreement, together with the Purchase Agreement
and the Indenture, is intended by the parties as a final and exclusive statement
of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein and therein


                                       23
<PAGE>
and any and all prior oral or written agreements, representations, or
warranties, contracts, understandings, correspondence, conversations and
memoranda between the Initial Purchasers on the one hand and the Operating
Partnership and the Partnership on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.


                                       24
<PAGE>
      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                            For the Operating Partnership:

                                        ENTERPRISE PRODUCTS OPERATING L.P.

                                            By: Enterprise Products GP, LLC,
                                                its general partner

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


                                            For the Partnership:

                                        ENTERPRISE PRODUCTS PARTNERS L.P.

                                            By: Enterprise Products GP, LLC,
                                                its general partner

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


                                       25
<PAGE>
                                            For the Initial Purchasers:

                                        WACHOVIA SECURITIES, INC.

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


                                        RBC DOMINION SECURITIES CORPORATION

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


                                        SCOTIA CAPITAL (USA) INC.

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


                                       26
<PAGE>
                                        SUNTRUST CAPITAL MARKETS, INC.

                                        By: /s/ Bill Herral
                                            ------------------------------------
                                            Name:  Bill Herral
                                            Title: Director


                                        HVB CAPITAL MARKETS, INC.

                                        By: /s/ Thomas Savino
                                            ------------------------------------
                                            Name:  Thomas Savino
                                            Title: Managing Director/CFO


                                        TOKYO-MITSUBISHI INTERNATIONAL PLC

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


                                       27