Kinder Morgan Energy Partners, L.P.

                              7.125% Notes due 2012

                              7.750% Notes due 2032

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                                 March 11, 2002

J.P. Morgan Securities Inc.
First Union Securities, Inc.
Banc One Capital Markets, Inc.
BMO Nesbitt Burns Corp.
Commerzbank Capital Markets Corp.
Credit Lyonnais Securities (USA) Inc.
Scotia Capital (USA) Inc.
Sun Trust Capital Markets, Inc.
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York  10017

Ladies and Gentlemen:

Kinder  Morgan  Energy  Partners,  L.P.,  a Delaware  limited  partnership  (the
"Partnership"),   confirms  its  agreement  with  J.P.  Morgan  Securities  Inc.
("JPMorgan")  and each of the  other  Underwriters  named in  Schedule  I hereto
(collectively, the "Underwriters", which term shall also include any underwriter
substituted as hereinafter provided in Section 11 hereof), for whom JPMorgan and
First Union Securities,  Inc. are acting as  representatives  (in such capacity,
the  "Representatives"),  with respect to the issue and sale by the  Partnership
and the purchase by the Underwriters,  acting severally and not jointly,  of the
respective  principal  amounts  set  forth in said  Schedule  I of  $450,000,000
aggregate principal amount of the Partnership's  7.125% Notes due March 15, 2012
and $300,000,000  aggregate  principal amount of the Partnership's  7.750% Notes
due March 15, 2032 (the "Securities").  The Securities are to be issued pursuant
to an  indenture  dated as of  January  2, 2001 (the  "Indenture")  between  the
Partnership and First Union National Bank, as trustee (the "Trustee").  The term
"Indenture," as used herein,  includes the Officer's  Certificate (as defined in
the Indenture)  establishing  the form and terms of the  Securities  pursuant to
Sections 2 and 3 of the Indenture.

      The Partnership understands that the Underwriters propose to make a public
offering of the Securities as soon as the  Representatives  deem advisable after
this Agreement has been executed and delivered.






      The Partnership has filed with the Securities and Exchange Commission (the
"Commission") a registration  statement on Form S-3 (No. 333-54616) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"1933 Act"),  including  the related  preliminary  prospectus  or  prospectuses.
Promptly after  execution and delivery of this Agreement,  the Partnership  will
prepare and file a prospectus in accordance with the provisions of paragraph (b)
of Rule 424 ("Rule 424(b)") of the rules and regulations of the Commission under
the 1933 Act (the "1933 Act  Regulations").  Each  prospectus  used  before such
registration  statement became  effective,  and any prospectus filed pursuant to
Rule 424(b) that was used after such  effectiveness  and prior to the  execution
and delivery of this Agreement is herein called a "preliminary prospectus." Such
registration  statement,  including the exhibits thereto,  schedules thereto, if
any, and the documents  incorporated by reference therein pursuant to Item 12 of
Form S-3 under the 1933 Act, at the time it became  effective  is herein  called
the "Registration  Statement." Any registration statement filed pursuant to Rule
462(b) of the 1933 Act  Regulations  is herein  referred to as the "Rule  462(b)
Registration Statement," and after such filing the term "Registration Statement"
shall  include the Rule 462(b)  Registration  Statement.  The final  prospectus,
including the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 under the 1933 Act, in the form first furnished to the Underwriters for
use in  connection  with the  offering of the  Securities  is herein  called the
"Prospectus." For purposes of this Agreement, all references to the Registration
Statement,  any  preliminary  prospectus,  the  Prospectus  or any  amendment or
supplement  to any of the  foregoing  shall be deemed to include  the copy filed
with the Commission  pursuant to its  Electronic  Data  Gathering,  Analysis and
Retrieval system ("EDGAR").

      All references in this Agreement to financial statements and schedules and
other  information   which  is  "contained,"   "included"  or  "stated"  in  the
Registration  Statement,  any preliminary prospectus or the Prospectus (or other
references  of like  import)  shall  be  deemed  to mean  and  include  all such
financial  statements and schedules and other  information which is incorporated
by reference in the Registration  Statement,  any preliminary  prospectus or the
Prospectus,  as the  case  may be;  and all  references  in  this  Agreement  to
amendments  or  supplements  to  the  Registration  Statement,  any  preliminary
prospectus or the  Prospectus  shall be deemed to mean and include the filing of
any document  under the  Securities  Exchange Act of 1934, as amended (the "1934
Act"),  which is incorporated by reference in the Registration  Statement,  such
preliminary prospectus or the Prospectus, as the case may be.

     1. (a) The  Partnership  represents and warrants to each  Underwriter as of
the date hereof,  and as of the Closing Time referred to in Section 2(b) hereof,
and agrees with each Underwriter, as follows:

               (i) (A) The Partnership  meets the  requirements  for use of Form
S-3 under the 1933 Act. Each of the  Registration  Statement and any Rule 462(b)
Registration Statement has become effective under the 1933 Act and no stop order
suspending the  effectiveness of the  Registration  Statement or any Rule 462(b)
Registration Statement has been issued under the 1933 Act and no proceedings for
that purpose  have been  instituted  or are pending or, to the  knowledge of the
Partnership,  are contemplated by the Commission, and any request on the part of
the Commission for additional  information has been complied with. The Indenture
has been qualified  under the Trust Indenture Act of 1939, as amended (the "1939
Act");


                                       2



      At the  respective  times  the  Registration  Statement,  any Rule  462(b)
Registration   Statement  and  any  post-effective   amendments  thereto  became
effective and at the Closing Time, the Registration  Statement,  the Rule 462(b)
Registration  Statement and any amendments and supplements  thereto complied and
will comply in all material  respects with the  requirements of the 1933 Act and
the 1933 Act  Regulations  and the 1939 Act and the rules and regulations of the
Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will
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.  Neither  the  Prospectus  nor any  amendments  or  supplements
thereto,  at the time the  Prospectus or any such  amendment or  supplement  was
issued and at the Closing Time,  included or will include an untrue statement of
a material  fact or omitted or will omit to state a material  fact  necessary in
order to make the statements  therein,  in the light of the circumstances  under
which they were made, not misleading. The representations and warranties in this
subsection  shall not apply to statements in or omissions from the  Registration
Statement or Prospectus made in reliance upon and in conformity with information
furnished to the  Partnership  in writing by any  Underwriter  through  JPMorgan
expressly for use in the Registration Statement or Prospectus;

      Each  preliminary  prospectus  and  the  prospectus  filed  as part of the
Registration  Statement as originally filed or as part of any amendment thereto,
or filed pursuant to Rule 424 under the 1933 Act,  complied when so filed in all
material respects with the 1933 Act Regulations and each preliminary  prospectus
and the Prospectus delivered to the Underwriters for use in connection with this
offering was identical to the  electronically  transmitted  copies thereof filed
with the  Commission  pursuant  to EDGAR,  except  to the  extent  permitted  by
Regulation S-T;

                    (B) The documents  incorporated or deemed to be incorporated
by reference in the Registration Statement and the Prospectus,  when they became
effective or at the time they were or hereafter  are filed with the  Commission,
complied and will comply in all material  respects with the  requirements of the
1933  Act and the  1933  Act  Regulations  or the  1934  Act and the  rules  and
regulations  of the  Commission  thereunder  (the  "1934 Act  Regulations"),  as
applicable,   and,  when  read  together  with  the  other  information  in  the
Prospectus, at the time the Registration Statement became effective, at the time
the  Prospectus was issued and at the Closing Time, did not and will 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;

               (ii) The financial  statements of the Partnership included in the
Registration  Statement and the Prospectus,  together with the related schedules
and notes thereto, present fairly the financial condition of the Partnership and
its  subsidiaries  as of the dates  indicated  and the  results  of  operations,
changes in financial position,  partner's capital and cash flows for the periods
therein specified,  in conformity with generally accepted accounting  principles
("GAAP")  consistently  applied  throughout  the  periods  involved  (except  as
otherwise stated therein) and all adjustments  necessary for a fair presentation
of results for such periods have been made.  The supporting  schedules,  if any,
included in the  Registration  Statement  present fairly in accordance with GAAP
the  information  required  to be  stated  therein.  Any  summary  and  selected
financial and  statistical  data included in the  Prospectus  present fairly the
information  shown  therein  and, to the extent  based upon or derived  from the
financial statements,

                                       3



have been  compiled on a basis  consistent  with that of the  audited  financial
statements  included in the  Registration  Statement  except as otherwise stated
therein or in the notes thereto;

               (iii) The  Partnership  is a  limited  partnership  duly  formed,
validly  existing and in good standing  under the laws of the State of Delaware.
The Partnership has all necessary partnership power and authority to conduct the
activities conducted by it, to own or lease all the assets owned or leased by it
and to conduct its business as described in the  Prospectus.  The Partnership is
duly  licensed or qualified to do business and is in good  standing as a foreign
limited  partnership in all  jurisdictions in which the nature of the activities
conducted by it or the  character of the assets owned or leased by it makes such
licensing or qualification necessary (except where the failure to be so licensed
or  qualified  would  not  have a  material  adverse  effect  on  the  financial
condition,  results  of  operations  or  business  of the  Partnership  and  its
subsidiaries taken as a whole (a "Material Adverse Effect"));

               (iv) Each of the Partnership's  subsidiaries has been duly formed
or incorporated and is validly existing as a corporation,  limited  partnership,
general partnership or limited liability company in good standing under the laws
of the  jurisdiction  in which it is  chartered or  organized,  with full entity
power and  authority  to own or lease,  as the case may be, and to  operate  its
properties and conduct its business as described in the Prospectus,  and is duly
qualified  to  do  business  as  a  corporation,  limited  partnership,  general
partnership or limited  liability company and is in good standing under the laws
of  each  jurisdiction  which  requires  such  qualification,   other  than  any
jurisdiction where the failure to be so qualified would not,  individually or in
the aggregate, have a Material Adverse Effect;

               (v)  Kinder  Morgan  G.P.,  Inc.,  a  Delaware  corporation  (the
"General Partner") is a corporation duly organized, validly existing and in good
standing  under the laws of the State of  Delaware.  The  General  Partner is an
indirect subsidiary of Kinder Morgan, Inc., a Delaware corporation.  The General
Partner  has all  necessary  corporate  power and  authority  to conduct all the
activities conducted by it, to own or lease all the assets owned or leased by it
and to conduct its business as described in the Prospectus.  The General Partner
is duly  licensed  or  qualified  to do  business  and is in good  standing as a
foreign  corporation in all  jurisdictions in which the nature of the activities
conducted by it or the  character of the assets owned or leased by it makes such
licensing or qualification necessary (except where the failure to be so licensed
or qualified would not have a Material Adverse Effect or material adverse effect
on the  financial  condition,  results of  operations or business of the General
Partner and its subsidiaries taken as a whole);

               (vi) Kinder Morgan Management,  LLC, a Delaware limited liability
company  (the  "Company"),  all of the  shares  of  which  that may vote for the
election of directors are owned by the General Partner and which is the delegate
of the General Partner,  is a limited liability company duly organized,  validly
existing  and in good  standing  under  the laws of the State of  Delaware.  The
Company has all the necessary  limited  liability company power and authority to
perform its functions as the delegate of the General Partner;

               (vii) All of the  outstanding  shares of capital  stock,  limited
partner  interests,  general  partner  interests  or limited  liability  company
interests of each of the  Partnership's  subsidiaries have been duly and validly
authorized and issued and are fully paid

                                       4



and (except (A) as required to the  contrary by the Delaware  Limited  Liability
Company  Act and the  Delaware  Revised  Uniform  Limited  Partnership  Act (the
"Delaware  Act")  and  (B)  with  respect  to  any  general  partner  interests)
nonassessable, and are owned by the Partnership,  directly or indirectly through
one or more wholly-owned  subsidiaries or the General Partner, free and clear of
any lien,  encumbrance,  security  interest,  equity or charge  (except for such
liens,  encumbrances,  security  interest,  equities  or  charges  as  are  not,
individually  or in the  aggregate,  material to such  interest  ownership or as
described in the Prospectus);

               (viii) The  General  Partner is the sole  general  partner of the
Partnership  and each of Kinder Morgan  Operating  L.P. "A," a Delaware  limited
partnership  ("OLP-A"),  Kinder Morgan  Operating  L.P. "B," a Delaware  limited
partnership  ("OLP-B"),  Kinder Morgan  Operating  L.P. "C," a Delaware  limited
partnership  ("OLP-C") and Kinder Morgan  Operating L.P. "D," a Delaware limited
partnership  ("OLP-D" and together with OLP-A,  OLP-B, and OLP-C, the "Operating
Partnerships");  such  general  partner  interests  are duly  authorized  by the
Partnership   Agreement  and  the  Agreements  of  Limited  Partnership  of  the
respective Operating  Partnerships,  as the case may be, and were validly issued
to the General  Partner;  and the General Partner owns each such general partner
interest free and clear of all liens, encumbrances, security interests, equities
or charges (except for such liens, encumbrances, security interests, equities or
charges as are not, individually or in the aggregate, material to such ownership
or as described  in the  Prospectus).  The  authorized,  issued and  outstanding
common units of the Partnership  are as set forth in the Prospectus  (except for
subsequent issuances,  if any, pursuant to reservations,  agreements or employee
benefit  plans  referred to in the  Prospectus  or  pursuant to the  exercise of
convertible securities or options referred to in the Prospectus). The issued and
outstanding  common  units of the  Partnership  have  been duly  authorized  and
validly issued and are fully paid and  non-assessable;  none of the  outstanding
common units of the  Partnership  were issued in violation of the  preemptive or
other similar rights of any securityholder of the Partnership;

               (ix) The  Partnership  has all  necessary  partnership  power and
authority  to  enter  into  this  Agreement  and  consummate  the   transactions
contemplated  hereby.  This  Agreement  has been duly  authorized,  executed and
delivered by the Partnership;

               (x) The  Securities  have been duly and validly  authorized  and,
when  issued  and  delivered  against  payment  therefor  as  provided  in  this
Agreement, will have been duly executed, authenticated, issued and delivered and
will  constitute  valid  and  legally  binding  obligations  of the  Partnership
entitled to the  benefits  provided by the  Indenture,  enforceable  against the
Partnership in accordance with their  respective  terms;  the Indenture has been
duly  authorized,  executed and delivered by the Partnership  and,  assuming due
authorization,  execution  and delivery by the Trustee,  constitutes a valid and
legally binding  instrument,  enforceable  against the Partnership in accordance
with its terms,  subject,  as to enforcement,  in the case of the Securities and
the Indenture (A) to bankruptcy,  insolvency,  reorganization  and other laws of
general  applicability  relating to or affecting  creditors'  rights, and (B) to
general equity  principles;  and the  Securities  will conform and the Indenture
conforms in all material respects to the descriptions  thereof under the caption
"Description  of Debt  Securities"  in the  Prospectus  and in under the caption
"Description of Notes" in the prospectus  supplement  thereto and in the case of
the Indenture is and in the case of the Securities will be in substantially  the
respective  forms filed or  incorporated  by  reference,  as the case may be, as
exhibits to the Registration Statement;


                                       5



               (xi) Prior to the date hereof,  none of the Partnership or any of
its subsidiaries or the General Partner has taken any action that is designed to
or that has  constituted  or that might have been expected to cause or result in
stabilization or manipulation of the price of any security of the Partnership in
connection with the offering of the Securities;

               (xii)  Neither the  execution,  delivery and  performance  of the
Securities,  the  Indenture  or  this  Agreement,  nor the  consummation  of the
transactions  contemplated  herein,  therein  or in the  Registration  Statement
(including,  without limitation, the issuance and sale by the Partnership of the
Securities), will conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any indenture,  mortgage,
deed of trust,  loan  agreement or other  agreement or  instrument  to which the
Partnership or any of its subsidiaries is a party or by which the Partnership or
any of its  subsidiaries  is bound or to which any of the  property or assets of
the  Partnership or any of its  subsidiaries  is subject,  except where any such
foregoing  occurrence  will not prevent  the  consummation  of the  transactions
contemplated  herein or would not have a Material Adverse Effect,  nor will such
action result in any violation of the provisions of the  partnership  agreement,
certificate of incorporation,  by-laws or other formation document,  as the case
may be, of the  Partnership  or any of its  subsidiaries  or any  statute or any
order,  rule or  regulation of any court or  governmental  agency or body having
jurisdiction  over  the  Partnership  or any of its  subsidiaries  or any of the
properties of any such entities, and no consent, approval, authorization, order,
registration or  qualification  of or with any court or  governmental  agency or
body having  jurisdiction over the Partnership or any of its subsidiaries or any
of the properties of such entities is required in connection  with the offering,
issuance  or  sale  of  the  Securities  hereunder  or the  consummation  by the
Partnership of the  transactions  contemplated  by this Agreement or for the due
execution,  delivery or performance of the Indenture by the Partnership,  except
such as have been already  obtained or as may be required  under the 1933 Act or
the 1933 Act Regulations or state securities laws;

               (xiii) None of the  Partnership or any of its  subsidiaries,  the
General Partner or the Company is (A) in violation of its partnership agreement,
certificate of incorporation,  by-laws or other formation documents, as the case
may be, or (B) in default in the  performance  or observance of any  obligation,
agreement,  covenant or condition contained in any indenture,  mortgage, deed of
trust,  loan agreement,  lease or other agreement or instrument to which it is a
party or by which it or any of its  properties  may be  bound,  except  for such
violations and defaults as would not have a Material Adverse Effect;

               (xiv)  Other than as  disclosed  in the  Registration  Statement,
there are no legal or governmental  proceedings pending, or, to the knowledge of
the Partnership, threatened, to which the Partnership or any of its subsidiaries
is a  party  or of  which  any  property  of  the  Partnership  or  any  of  its
subsidiaries is the subject that is required to be disclosed in the Registration
Statement or, if determined  adversely to such entity,  would individually or in
the aggregate have a Material Adverse Effect;

               (xv) Except as disclosed in the Registration  Statement,  neither
the  Partnership nor any of its  subsidiaries  has violated any federal or state
law or regulation  relating to the protection of human health or the environment
except  for any  violations  and  remedial  actions as would not have a Material
Adverse Effect;


                                       6



               (xvi)  Each of the  Partnership  and its  subsidiaries  maintains
insurance  (issued by insurers of recognized  financial  responsibility)  of the
types  and in  the  amounts  generally  deemed  adequate  for  their  respective
businesses and, to the knowledge of the  Partnership,  consistent with insurance
coverage maintained by similar companies in similar businesses,  including,  but
not limited to, insurance covering real and personal property owned or leased by
it against  theft,  damage,  destruction,  acts of vandalism and all other risks
customarily insured against, all of which insurance is in full force and effect;

               (xvii)  Since the  respective  dates as of which  information  is
given in the  Registration  Statement  and the  Prospectus,  except as otherwise
stated  therein,  (A) none of the  Partnership  or any of its  subsidiaries  has
sustained  any  material  loss or  interference  with its  business  from  fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or  governmental  action,  order or decree  otherwise
than as set forth or contemplated in the Prospectus,  and (B) there has not been
any material change in the  capitalization  or long-term debt of the Partnership
or any of its  subsidiaries or any material  adverse change,  or any development
involving a prospective  material  adverse  change,  in or affecting the general
affairs, management, financial position, stockholders' or unitholders' equity or
results of operations of the Partnership or any of its subsidiaries,  taken as a
whole otherwise than as set forth or contemplated in the Prospectus;

               (xviii) The  Partnership  and its  subsidiaries  own or lease all
properties as are  necessary to the conduct of their  operations as described in
the Prospectus,  except where the failure to own or lease any of such properties
would not, individually or in the aggregate, have a Material Adverse Effect;

               (xix) There are no contracts  or documents  which are required to
be described in the  Registration  Statement,  the  Prospectus  or the documents
incorporated by reference  therein or to be filed as exhibits thereto which have
not been so described and filed as required;

               (xx) Each of the Partnership, the General Partner and the Company
is, and after giving effect to the offering and sale of the  Securities  and the
application  of the proceeds  thereof as described in the  Prospectus,  will be,
exempt from regulation as (A) a "holding company" or a "subsidiary company" of a
"holding  company"  thereof  within the  meaning of the Public  Utility  Holding
Company  Act of 1935,  as  amended,  or (B) an  "investment  company,"  a person
"controlled  by"  an  "investment  company"  or  an  "affiliated  person"  of or
"promoter" or "principal underwriter" for an "investment company," as such terms
are defined in the Investment  Company Act of 1940, as amended (the  "Investment
Company Act");

               (xxi)  None  of the  Partnership  or any of its  subsidiaries  is
involved in any labor dispute and, to the knowledge of the Partnership,  no such
dispute  has been  threatened,  except  for such  disputes  as would  not have a
Material Adverse Effect;

               (xxii) None of the  Partnership or any of its  subsidiaries,  the
General  Partner or the Company is in violation or default of any statute,  law,
rule,  regulation,  judgment,  order or decree of any  court,  regulatory  body,
administrative  agency,  governmental body, arbitrator or other authority having
jurisdiction over the Partnership, such subsidiary, the General

                                       7



Partner or the Company or any of its  properties,  as  applicable,  except where
such violation or default would not,  individually  or in the aggregate,  have a
Material Adverse Effect; and

               (xxiii)    To    the     knowledge     of    the     Partnership,
PricewaterhouseCoopers  LLP, who has certified certain  financial  statements of
the Partnership and certain of its subsidiaries  and the General Partner,  is an
independent accountant as required by the 1933 Act and the 1933 Act Regulations.

          (b) Any  certificate  signed by any officer of the General  Partner or
the  Company  on  behalf  of the  Partnership  or by any  officer  of any of the
Partnership's  subsidiaries  delivered to the  Representatives or to counsel for
the  Underwriters   shall  be  deemed  a  representation  and  warranty  by  the
Partnership to each Underwriter as to the matters covered thereby.

     2.   (a) On   the   basis   of   the  representations and warranties herein
contained  and  subject  to the terms  and  conditions  herein  set  forth,  the
Partnership agrees to sell to each Underwriter,  severally and not jointly,  and
each  Underwriter,  severally  and not  jointly,  agrees  to  purchase  from the
Partnership,  at the price set forth in  Schedule  II, the  aggregate  principal
amount  of  Securities  set  forth  in  Schedule  I  opposite  the  name of such
Underwriter,  plus any  additional  principal  amount of  Securities  which such
Underwriter  may become  obligated  to purchase  pursuant to the  provisions  of
Section 11 hereof.

          (b)  Subject to Section 10 hereof,  payment  for and  delivery  of the
Securities  will be made at the Closing  Location  (as  defined  below) at 10:00
A.M.,  New York City time,  on March 14, 2002, or at such other time on the same
or such other date,  not later than the fifth  business day  thereafter,  as the
Representatives  and the  Partnership  may agree upon in writing  (such time and
date of payment and delivery being herein called "Closing Time").

     3.   (a) Payment  shall  be made to the  Partnership  by wire  transfer  of
immediately  available  funds to a bank account  designated  by the  Partnership
against  delivery of the  Securities  to the  Representatives  in the manner set
forth  below.  It  is  understood  that  each  Underwriter  has  authorized  the
Representatives,  for its account,  to accept delivery of, receipt for, and make
payment  of the  purchase  price  for,  the  Securities  which it has  agreed to
purchase. JPMorgan,  individually and not as representative of the Underwriters,
may (but shall not be obligated  to) make payment of the purchase  price for the
Securities to be purchased by any Underwriter whose funds have not been received
by the Closing Time,  but such payment shall not relieve such  Underwriter  from
its obligations hereunder.

          (b) The Securities to be purchased by the Underwriters  hereunder will
be represented by one or more definitive global  certificates in book-entry form
representing  the  Securities,  which will be  deposited  by or on behalf of the
Partnership  with  The  Depository  Trust  Company  ("DTC")  or  its  designated
custodian. The Partnership will deliver the global certificates representing the
Securities  to  the   Representatives,   for  the  respective  accounts  of  the
Underwriters,  against  payment  by or on behalf of the  Representatives  of the
purchase  price  therefor by causing DTC to credit the Securities to the account
of  the   Representatives   at  DTC.  The  Partnership  will  cause  the  global
certificates representing the Securities to be made available

                                       8



to the  Representatives  for  checking at least  twenty-four  hours prior to the
Closing Time at the office of DTC or its designated  custodian (the  "Designated
Office").

     4. The  documents  to be  delivered  by or on behalf of the parties  hereto
pursuant to Section 7 hereof, including the cross-receipt for the Securities and
any additional  documents requested by the  Representatives  pursuant to Section
7(h) hereof, will be delivered at the offices of Bracewell & Patterson L.L.P. at
711  Louisiana  Street  Suite 2900,  Houston,  Texas  77002-2781  (the  "Closing
Location"),  and the Securities will be delivered at the Designated  Office, all
at the Closing  Time.  A meeting  will be held at the  Closing  Location at 4:00
p.m.,  Eastern  Time,  on the New York  Business Day next  preceding the Closing
Time,  at which  meeting  the final  drafts  of the  documents  to be  delivered
pursuant to the  preceding  sentence will be available for review by the parties
hereto.  For the purposes of this Section 4, "New York  Business Day" shall mean
each Monday, Tuesday, Wednesday,  Thursday and Friday that is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close.

     5. The Partnership agrees with each Underwriter as follows:

          (a) The  Partnership,  subject to Section  5(b),  will comply with the
requirements of Rule 430A and will notify the Representatives  immediately,  and
confirm  the notice in writing,  (i) when any  post-effective  amendment  to the
Registration  Statement  shall  become  effective,  or  any  supplement  to  the
Prospectus or any amended  Prospectus shall have been filed, (ii) of the receipt
of any comments from the Commission,  (iii) of any request by the Commission for
any  amendment to the  Registration  Statement or any amendment or supplement to
the  Prospectus or for additional  information,  and (iv) of the issuance by the
Commission of any stop order  suspending the  effectiveness  of the Registration
Statement or of any order  preventing or suspending  the use of any  preliminary
prospectus,  or of the  suspension of the  qualification  of the  Securities for
offering or sale in any jurisdiction, or of the initiation or threatening of any
proceedings for any of such purposes.  The Partnership  will promptly effect the
filings  necessary  pursuant to Rule 424(b) and will take such steps as it deems
necessary to ascertain  promptly whether the form of prospectus  transmitted for
filing under Rule 424(b) was received for filing by the  Commission  and, in the
event that it was not, it will promptly file such  prospectus.  The  Partnership
will make every reasonable effort to prevent the issuance of any stop order and,
if any stop  order is  issued,  to obtain the  lifting  thereof at the  earliest
possible moment.

          (b) The  Partnership  will  give  the  Representatives  notice  of its
intention  to  file or  prepare  any  amendment  to the  Registration  Statement
(including  any  filing  under  Rule  462(b)) or any  amendment,  supplement  or
revision to either the prospectus included in the Registration  Statement at the
time it became effective or to the Prospectus, whether pursuant to the 1933 Act,
the 1934 Act or otherwise,  will furnish the Representatives  with copies of any
such documents a reasonable amount of time prior to such proposed filing or use,
as the case may be,  and will  not file or use any such  document  to which  the
Representatives or counsel for the Underwriters shall reasonably object.

          (c) The  Partnership  has furnished or will deliver to counsel for the
Underwriters,  without charge, conformed copies of the Registration Statement as
originally  filed  and of  each  amendment  thereto  (including  exhibits  filed
therewith or incorporated by reference

                                       9



therein and documents  incorporated  or deemed to be  incorporated  by reference
therein) and conformed copies of all consents and  certificates of experts.  The
copies of the  Registration  Statement and each amendment  thereto  furnished to
counsel for the Underwriters will be identical to the electronically transmitted
copies thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T.

          (d) The Partnership has delivered to each Underwriter, without charge,
as many copies of each  preliminary  prospectus as such  Underwriter  reasonably
requested,  and the  Partnership  hereby  consents to the use of such copies for
purposes  permitted  by the 1933  Act.  The  Partnership  will  furnish  to each
Underwriter,  without charge,  during the period when the Prospectus is required
to be delivered  under the 1933 Act, such number of copies of the Prospectus (as
amended  or  supplemented)  as such  Underwriter  may  reasonably  request.  The
Prospectus  and  any  amendments  or  supplements   thereto   furnished  to  the
Underwriters will be identical to the electronically  transmitted copies thereof
filed with the Commission  pursuant to EDGAR,  except to the extent permitted by
Regulation S-T.

          (e) The  Partnership  will  comply  with the 1933 Act and the 1933 Act
Regulations,  the 1934 Act and the 1934 Act Regulations and the 1939 Act and the
1939 Act  Regulations so as to permit the completion of the  distribution of the
Securities as contemplated  in this Agreement and in the  Prospectus.  If at any
time when a prospectus is required by the 1933 Act to be delivered in connection
with sales of the Securities,  any event shall occur or condition shall exist as
a  result  of  which  it is  necessary,  in  the  opinion  of  counsel  for  the
Underwriters  or for the  Partnership,  to amend the  Registration  Statement or
amend or supplement the Prospectus in order that the Prospectus will not include
any  untrue  statements  of a  material  fact or omit to state a  material  fact
necessary in order to make the statements therein not misleading in the light of
the circumstances existing at the time it is delivered to a purchaser,  or if it
shall be necessary,  in the opinion of such  counsel,  at any such time to amend
the  Registration  Statement or amend or supplement  the  Prospectus in order to
comply with the  requirements of the 1933 Act or the 1933 Act  Regulations,  the
Partnership  will  promptly  prepare  and file with the  Commission,  subject to
Section 5(b),  such  amendment or supplement as may be necessary to correct such
statement or omission or to make the  Registration  Statement or the  Prospectus
comply  with  such  requirements,  and  the  Partnership  will  furnish  to  the
Underwriters  such  number of  copies of such  amendment  or  supplement  as the
Underwriters may reasonably request.

          (f) The Partnership  will use all reasonable  efforts,  in cooperation
with the Underwriters, to qualify the Securities for offering and sale under the
applicable  securities  laws of  such  states  and  other  jurisdictions  as the
Representatives  may designate and to maintain such qualifications in effect for
a period of not less than one year from the later of the  effective  date of the
Registration  Statement and any Rule 462(b)  Registration  Statement;  provided,
however, that the Partnership shall not be obligated to file any general consent
to service of process  or to qualify as a foreign  limited  partnership  or as a
dealer in securities in any  jurisdiction  in which it is not so qualified or to
subject itself to taxation in respect of doing business in any  jurisdiction  in
which it is not  otherwise  so  subject.  The  Partnership  will also supply the
Underwriters  with such information as is necessary for the determination of the
legality of the Securities for investment  under the laws of such  jurisdictions
as the Underwriters may request.


                                       10



          (g) The Partnership will timely file such reports pursuant to the 1934
Act as are necessary in order to make generally  available to its unitholders as
soon as  practicable  an earnings  statement for the purposes of, and to provide
the benefits  contemplated  by, the last  paragraph of Section 11(a) of the 1933
Act.

          (h) The Partnership, during the period when the Prospectus is required
to be  delivered  under  the 1933 Act or the 1934 Act,  will file all  documents
required  to be filed with the  Commission  pursuant  to the 1934 Act within the
time periods required by the 1934 Act and the 1934 Act Regulations.

          (i) During the period beginning from the date hereof and continuing to
and including the date of the Closing Time, the  Partnership  shall not directly
or indirectly offer,  sell,  contract to sell or otherwise dispose of, except as
provided  hereunder,  any securities of the Partnership  that are  substantially
similar to the Securities.

          (j) During  the period of five years from the date of the  Prospectus,
the   Partnership   shall  furnish  to  you  copies  of  all  reports  or  other
communications (financial or other) furnished to unitholders of the Partnership,
and  shall  deliver  to you (i) as soon as they  are  available,  copies  of any
reports and financial  statements  furnished to or filed with the  Commission or
any  national  securities  exchange  on which  the  Securities  or any  class of
securities of the Partnership is listed;  and (ii) such  additional  information
concerning  the business and financial  condition of the  Partnership as you may
from time to time  reasonably  request  (such  financial  statements  to be on a
consolidated  basis  to the  extent  the  accounts  of the  Partnership  and its
subsidiaries are consolidated in reports furnished to its unitholders  generally
or to the Commission).

     6. The  Partnership  covenants  and agrees with each  Underwriter  that the
Partnership  will  pay  or  cause  to be  paid  the  following:  (i)  the  fees,
disbursements  and  expenses of the  Partnership's  counsel and  accountants  in
connection  with the  issuance  of the  Securities  and all  other  expenses  in
connection  with  the  preparation,  printing  and  filing  of the  Registration
Statement (including exhibits and financial  statements) as originally filed and
of any  amendments  and  supplements  thereto and the mailing and  delivering of
copies  thereof  to  the  Underwriters,  and of the  preparation,  printing  and
delivering to the Underwriters of copies of each  preliminary  prospectus and of
the  Prospectus  and any  amendments or  supplements  thereto;  (ii) the cost of
preparing,  printing and  delivering to the  Underwriters  this  Agreement,  the
Indenture,  the  Blue  Sky  memoranda  (and any  supplements  thereto),  closing
documents  (including  any  compilations  thereof)  and any other  documents  in
connection  with the offering,  purchase,  sale and delivery of the  Securities;
(iii) all  reasonable  expenses  in  connection  with the  qualification  of the
Securities  for  offering  and sale under state  securities  laws as provided in
Section 5(f) hereof;  (iv) any fees charged by  securities  rating  services for
rating the  Securities;  (v) the cost of preparing,  issuing and  delivering the
Securities;  (vi) the fees and  expenses  of the  Trustee  and any  agent of the
Trustee and the reasonable fees and  disbursements of counsel for the Trustee in
connection with the Indenture and the Securities;  and (vii) all other costs and
expenses  incident to the performance of its obligations  hereunder that are not
otherwise specifically provided for in this Section. It is understood,  however,
that,  except as provided in this  Section,  and  Sections 8 and 10 hereof,  the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel.

                                       11




     7. The obligations of the several Underwriters  hereunder shall be subject,
in their discretion,  to the condition that all  representations  and warranties
and other  statements  of the  Partnership  herein,  or in  certificates  of any
officer of the General Partner or the Company on behalf of the Partnership or by
any  officer of any  subsidiary  of the  Partnership  delivered  pursuant to the
provisions  hereof,  are, at and as of the Closing Time,  true and correct,  the
condition  that the  Partnership  shall have  performed  all of its  obligations
hereunder theretofore to be performed, and the following additional conditions:

          (a) The Registration Statement, including any Rule 462(b) Registration
Statement, has become effective and at Closing Time no stop order suspending the
effectiveness  of the  Registration  Statement  shall have been issued under the
1933 Act or proceedings therefor initiated or threatened by the Commission,  and
any request on the part of the Commission for additional  information shall have
been  complied  with  to  the   reasonable   satisfaction   of  counsel  to  the
Underwriters.  A prospectus  containing  the  information  described  under Rule
424(b)(2)  shall have been filed with the  Commission  in  accordance  with Rule
424(b).

          (b) Vinson & Elkins L.L.P.,  counsel for the Underwriters,  shall have
furnished  to you such  written  opinion  or  opinions,  in form  and  substance
satisfactory to you, dated the Closing Time, with respect to the matters covered
in paragraphs  (i) (insofar as it relates to the due formation and good standing
of the  Partnership  in Delaware and the  Partnership's  power and  authority to
conduct  its   business  as  described   in  the   Prospectus,   as  amended  or
supplemented),  (iv), (v), (vi),  (vii),  (xi) and (xii) of subsection (c) below
and a letter, in form and substance  satisfactory to you,  substantially similar
to the letter required to be delivered by Bracewell & Patterson, L.L.P. pursuant
to  subsection  (c)  below  as well as such  other  related  matters  as you may
reasonably  request,  and such  counsel  shall  have  received  such  papers and
information  as they may  reasonably  request  to enable  them to pass upon such
matters;

          (c) Bracewell & Patterson, L.L.P., counsel for the Partnership,  shall
have furnished to you its written  opinion,  dated the Closing Time, in form and
substance satisfactory to you, to the collective effect that:

               (i) Each of OLP-A,  OLP-B, OLP-C, OLP-D, Kinder Morgan Interstate
Gas  Transmission  LLC,  Kinder  Morgan CO2 Company,  L.P.,  Kinder  Morgan Bulk
Terminals, Inc., SFPP, L.P. and Tejas Gas, LLC (collectively the "Subsidiaries")
and each of the  Partnership,  the  General  Partner  and the Company is validly
existing and in good standing under the laws of its jurisdiction of formation or
incorporation,  as  applicable,  and  each  such  entity  has  the  partnership,
corporate  or limited  liability  company  power and  authority  to conduct  its
business as described in the Prospectus;

               (ii) No consent, approval, authorization,  order, or filing with,
any federal,  Delaware or Texas court or governmental agency or body is required
under federal or Texas law, the Delaware  General  Corporation Law (the "DGCL"),
the Delaware Act or the Delaware Limited Liability Company Act for the issue and
sale  of  the  Securities  or  the   consummation  by  the  Partnership  of  the
transactions contemplated by this Agreement or the Indenture,  except (A) as may
be  required  under  the 1933 Act and the  1933 Act  Regulations,  (B) as may be
required under state securities or Blue Sky laws in connection with the purchase
and  distribution  of the  Securities  by the  Underwriters  and (C) such as the
failure to obtain or

                                       12



make would not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect;

               (iii) To the  knowledge  of such  counsel  after due  inquiry and
other than as set forth in the  Prospectus,  there are no legal or  governmental
proceedings pending or threatened to which the Partnership, the General Partner,
the  Company  or any of the  Subsidiaries  is a party or of  which  any of their
respective   property  is  subject  which,   if  determined   adversely  to  the
Partnership, the General Partner, the Company or any of the Subsidiaries,  would
individually  or in the  aggregate  reasonably  be  expected  to have a Material
Adverse Effect;

               (iv)  This  Agreement  has been  duly  authorized,  executed  and
delivered by the Partnership;

               (v) The  Partnership  has all  necessary  partnership  power  and
authority  to  enter  into  this  Agreement  and  consummate  the   transactions
contemplated  hereby. The issuance and sale by the Partnership of the Securities
to the  Underwriters  pursuant to this Agreement has been duly authorized by all
necessary partnership action;

               (vi) The Securities  have been duly authorized by the Partnership
and when executed by the Partnership and authenticated by the Trustee and issued
and delivered,  in the manner  provided in the Indenture  against payment of the
consideration  thereof, will constitute valid and legally binding obligations of
the  Partnership  entitled to the benefits  provided by the  Indenture;  and the
Securities  and the  Indenture  conform  as to  legal  matters  in all  material
respects to the descriptions under the caption  "Description of Debt Securities"
in the Prospectus, as supplemented by the descriptions thereof under the caption
"Description of Notes" in the prospectus supplement to the Prospectus;

               (vii)  The  Indenture  has been  duly  authorized,  executed  and
delivered by the Partnership and, assuming the due authorization,  execution and
delivery  thereof  by the  Trustee,  constitutes  a valid  and  legally  binding
agreement of the Partnership,  enforceable against the Partnership in accordance
with its terms, and has been duly qualified under the 1939 Act;

               (viii)  All of the  outstanding  limited  partner  interests  and
general partner interests of each of the partnership Subsidiaries have been duly
and validly authorized and issued and are fully paid and (except (A) as required
to the contrary by the Delaware Act and (B) with respect to any general  partner
interests) nonassessable, and all of the issued and outstanding capital stock of
each of the corporate Subsidiaries and all of the issued and outstanding limited
liability   company   interests  in  each  of  the  limited   liability  company
Subsidiaries  have been duly authorized and validly  issued,  are fully paid and
non-assessable,  and,  except as otherwise set forth in the  Prospectus all such
capital stock and partnership and limited  liability company interests are owned
by the  Partnership,  directly or  indirectly  through one or more  wholly-owned
subsidiaries or the General  Partner,  free and clear of any lien,  encumbrance,
security  interest,  equity  or charge  (except  for such  liens,  encumbrances,
security  interest,  equities,  or  charges as are not,  individually  or in the
aggregate,   material  to  such  interest  ownership  or  as  described  in  the
Prospectus);  and none of the  outstanding  shares of any corporate  Subsidiary,
limited liability company interests of any limited liability company  Subsidiary
or partnership interests of any

                                       13



partnership  Subsidiary  were issued in violation of any  preemptive  or similar
rights of any holder of any security or other  interest of such  Subsidiary,  as
the case may be;

               (ix) The execution,  delivery and  performance by the Partnership
of the Securities,  the Indenture and this Agreement and the consummation of the
transactions  contemplated herein and therein and in the Registration  Statement
will not (A)  conflict  with or result in a breach  or  violation  of any of the
terms or provisions of, or constitute a default under, any indenture,  mortgage,
deed of  trust,  loan  agreement  or  other  agreement  or  instrument  filed or
incorporated  by reference as an exhibit to the  Partnership's  filing under the
1934 Act on Form 10-K for the year ended  December 31, 2001 or filings under the
1934 Act on Form 8-K since  December 31, 2001,  (B) result in a violation of any
provision of the  partnership  agreement,  charter,  by-laws or other  formation
document,  as applicable,  of any of the Partnership,  the General Partner,  the
Company  or the  Subsidiaries,  (C)  breach or  otherwise  violate  an  existing
obligation of any of the Partnership,  the General  Partner,  the Company or the
Subsidiaries  under any  existing  court or  administrative  order,  judgment or
decree  of which  we have  knowledge  after  due  inquiry,  or (D)  violate  any
applicable  provisions  of the federal laws of the United  States  (based on the
limitations  set forth  below),  the laws of the State of Texas,  the DGCL,  the
Delaware Act or the Delaware Limited Liability Company Act;

               (x) Each of the Partnership and the General Partner (A) is exempt
from regulation as a "holding  company" under the Public Utility Holding Company
Act of 1935, as amended and (B) is not an "investment  company," as such term is
defined in the Investment Company Act;

               (xi) The Registration Statement has been declared effective under
the 1933 Act; any required filing of the Prospectus  pursuant to Rule 424(b) has
been made in the manner and within the time period required by Rule 424(b); and,
to such counsel's  knowledge,  no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933 Act and no proceedings for
that  purpose  have  been  instituted  or  are  pending  or  threatened  by  the
Commission;

               (xii) The  Registration  Statement and the Prospectus,  excluding
the  documents  incorporated  by  reference  therein,  as  of  their  respective
effective or issue dates (other than the  financial  statements  and  supporting
schedules and other financial data included  therein or omitted  therefrom,  and
the Trustee's Statement of Eligibility on Form T-1 (the "Form T-1"), as to which
such  counsel  need  express no  opinion)  complied  as to form in all  material
respects with the requirements of the 1933 Act and the 1933 Act Regulations;

               (xiii) The documents  incorporated by reference in the Prospectus
(other  than  the  financial  statements  and  supporting  schedules  and  other
financial data included therein or omitted  therefrom,  as to which such counsel
need express no opinion),  when they became  effective  or (if  incorporated  by
reference to another registration statement) were filed with the Commission,  as
the  case  may be,  complied  as to  form  in all  material  respects  with  the
requirements  of the 1933 Act and the 1933 Act  Regulations  or the 1934 Act and
the 1934 Act Regulations, as applicable;


                                       14



In addition,  such counsel may state that the  enforceability  of obligations of
the Partnership  under the Securities and the Indenture,  as the case may be, is
subject  to  the  effect  of  any  applicable  bankruptcy  (including,   without
limitation, fraudulent conveyance and preference),  insolvency,  reorganization,
rehabilitation,  moratorium  or  similar  laws  and  decisions  relating  to  or
affecting  the  enforcement  of  creditors'  rights  generally,  and to  general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law),  including,  without limitation,  concepts of
good  faith  and fair  dealing,  and the  possible  unavailability  of  specific
performance  or  injunctive  relief.  Further,  such counsel need not express an
opinion with respect to the  enforceability  of provisions in the  Securities or
the Indenture  with respect to delay,  extension or omission of  enforcement  of
rights or remedies or waivers of defenses.  Further, such counsel may state that
the enforceability of indemnification  provisions contained in the Indenture may
be limited by applicable law or public policy.

      Such  counsel  shall  also  deliver a letter to the  effect,  because  the
primary  purpose of such  counsel's  engagement  was not to establish or confirm
factual matters or financial or accounting  matters and because of the wholly or
partially  non-legal  character  of  many  of the  statements  contained  in the
Registration  Statement  and the  Prospectus  and any  amendment  thereto,  such
counsel  is not  passing  upon and does not assume  any  responsibility  for the
accuracy,   completeness  or  fairness  of  the  statements   contained  in  the
Registration  Statement and the Prospectus and any amendment  thereto (except to
the extent  expressly  set forth in the last  clause of  paragraph  (vi) of this
Section   7(c))  and  they  have  not   independently   verified  the  accuracy,
completeness or fairness of such statements (except as aforesaid); that, without
limiting  the   foregoing,   they  assume  no   responsibility   for,  have  not
independently  verified  and have not been  asked to  comment  on the  accuracy,
completeness  or fairness of the financial  statements and other  financial data
included  in the  Registration  Statement,  the  Prospectus  and  any  amendment
thereto,  or the  exhibits  to the  Registration  Statement,  and they  have not
examined the  accounting,  financial or other records from which such  financial
statements and other  financial data  contained  therein were derived;  and that
they are not experts with respect to any portion of the  Registration  Statement
and  any  amendment  thereto,  including,  without  limitation,  such  financial
statements  and related data and other  financial or accounting  data;  however,
they have participated in conferences with officers and other representatives of
the Company and the General  Partner and  representatives  of the  Underwriters,
including  counsel  for  the   Underwriters,   at  which  the  contents  of  the
Registration  Statement and any amendment thereto and the Prospectus and related
matters were  discussed;  and,  based upon such  participation  and review,  and
relying as to  materiality  in part upon the factual  statements of officers and
other representatives of the Company and the General Partner and representatives
of the Underwriters, no facts have come to their attention that have caused them
to believe that the Registration  Statement or any amendment  thereto (except in
each case for the financial  statements and related data and other  financial or
accounting data or exhibits  contained or  incorporated by reference  therein or
omitted  therefrom and the Form T-1, as to which such counsel need not comment),
at the time such Registration  Statement or any such amendment became effective,
contained an untrue  statement of a material fact or omitted to state a material
fact  necessary in order to make the  statements  therein not misleading or that
the Prospectus or any amendment or supplement  thereto  (except in each case for
the financial statements and related data and other financial or accounting data
contained or incorporated by reference therein or omitted therefrom, as to which
such counsel need not comment),  at the time the Prospectus  was issued,  at the
time any such amended or  supplemented  prospectus  was issued or at the Closing
Time, included or includes an

                                       15



untrue statement of a material fact or omitted or omits to state a material fact
necessary  in  order  to  make  the  statements  therein,  in the  light  of the
circumstances under which they were made, not misleading.

      In  rendering  such  opinion,  such counsel may state that they express no
opinion as to the laws of any  jurisdiction  other than federal law,  Texas law,
New York law,  the DGCL,  the  Delaware  Limited  Liability  Company Act and the
Delaware Act.

          (d)  (i)  At  the  time  of  the  execution  of  this  Agreement,  the
Representatives  shall have received from  PricewaterhouseCoopers  LLP, a letter
dated such date,  in form and  substance  satisfactory  to the  Representatives,
together with signed or  reproduced  copies of such letter for each of the other
Underwriters  to the  effect  set  forth in Annex I hereto  and to such  further
effect as counsel to the Underwriters may reasonably request.

               (ii) At Closing  Time,  the  Representatives  shall have received
from  PricewaterhouseCoopers  LLP a letter,  dated as of  Closing  Time,  to the
effect that they reaffirm the statements made in the letter  furnished  pursuant
to subsection (d)(i) of this Section, except that the specified date referred to
shall be a date not more than three business days prior to Closing Time.

          (e) Since the time of  execution of this  Agreement or the  respective
dates as of which such  information is given in the Prospectus,  (i) neither the
Partnership nor any of its  subsidiaries  shall have sustained any material loss
or interference with its business from fire, explosion, flood or other calamity,
whether  or not  covered  by  insurance,  or from any labor  dispute or court or
governmental  action,  order or decree,  and (ii) there  shall not have been any
material  adverse  change in the  partners'  capital or capital stock or limited
liability company interests, as applicable, or long-term debt of the Partnership
or any of its  subsidiaries,  or any  change,  or any  development  involving  a
prospective change, in or affecting the general affairs,  management,  financial
position,   stockholders',   limited  liability  company  interest  holders'  or
unitholders'  equity or results of operations of the  Partnership  or any of its
subsidiaries,  the effect of which,  in any such case described in clause (i) or
(ii),  is in the judgment of the  Representatives  so material and adverse as to
make it  impracticable  or  inadvisable  to  proceed  with the  offering  or the
delivery of the Securities  being delivered at the Closing Time on the terms and
in the manner contemplated in the Prospectus;

          (f) At Closing Time,  the  Securities  shall be rated at least Baa1 by
Moody's  Investor's  Service Inc. and A- by Standard & Poor's  Ratings  Group, a
division of  McGraw-Hill,  Inc.  On or after the date hereof (i) no  downgrading
shall have  occurred in the rating  accorded  any debt  securities  or preferred
stock  of  the  Partnership  or  any of  its  subsidiaries  by  any  "nationally
recognized  statistical  rating  organization,"  as that term is  defined by the
Commission for purposes of Rule  436(g)(2)  under the 1933 Act, and (ii) no such
organization shall have publicly  announced,  beyond what it had announced prior
to the date hereof,  that it has under  surveillance  or review,  with  possible
negative  implications,  its rating of debt securities or preferred stock of the
Partnership or any of its subsidiaries;

          (g) The Partnership  shall have furnished or caused to be furnished to
you at the Closing Time  certificates  of officers of the General Partner or the
Company satisfactory to




you as to the accuracy of the  representations and warranties of the Partnership
herein at and as of the Closing Time, as to the  performance by the  Partnership
of all of its  obligations  hereunder to be performed at or prior to the Closing
Time,  as to the matters set forth in  subsection  (e) of this Section and as to
such other matters as you may reasonably request.

          (h) If any  condition  specified in this  Section  shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the  Representatives  by notice to the Partnership at any time at or prior to
Closing Time, and such  termination  shall be without  liability of any party to
any other  party  except as  provided in Section 6 or Section 11 and except that
Sections 1, 8 and 9 shall survive any such  termination and remain in full force
and effect.

     8.   (a)  The  Partnership  agrees  to  indemnify  and  hold  harmless each
Underwriter  and each person,  if any, who controls any  Underwriter  within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

          (i)  against any and  all loss, liability,  claim, damage and  expense
          whatsoever,  as  incurred,  arising  out of any  untrue  statement  or
          alleged  untrue   statement  of  a  material  fact  contained  in  the
          Registration  Statement (or any amendment  thereto) or the omission or
          alleged  omission  therefrom of a material  fact required to be stated
          therein or necessary to make the statements  therein not misleading or
          arising out of any untrue  statement or alleged untrue  statement of a
          material  fact  contained  in  any   preliminary   prospectus  or  the
          Prospectus (or any amendment or supplement  thereto),  or the omission
          or alleged omission therefrom of a material fact necessary in order to
          make the statements  therein,  in the light of the circumstances under
          which they were made, not misleading;

          (ii)  against any and all loss, liability, claim,  damage  and expense
          whatsoever, as incurred, to the extent of the aggregate amount paid in
          settlement of any litigation,  or any  investigation  or proceeding by
          any governmental  agency or body,  commenced or threatened,  or of any
          claim whatsoever based upon any such untrue statement or omission,  or
          any such alleged untrue statement or omission;  provided that (subject
          to  Section  8(d)  below) any such  settlement  is  effected  with the
          written consent of the Company; and

          (iii)  against   any   and   all   expense   whatsoever,  as  incurred
          (including  the fees and  disbursements  of counsel chosen by JPMorgan
          and reasonably acceptable to the Partnership),  reasonably incurred in
          investigating,  preparing or defending against any litigation,  or any
          investigation  or  proceeding  by any  governmental  agency  or  body,
          commenced or threatened,  or any claim  whatsoever based upon any such
          untrue statement or omission,  or any such alleged untrue statement or
          omission, to the extent that any such expense is not paid under (i) or
          (ii) above;

provided,  however,  that this indemnity  agreement shall not apply to any loss,
liability,  claim,  damage or expense to the  extent  arising  out of any untrue
statement or omission or alleged  untrue  statement or omission made in reliance
upon and in conformity with written information  furnished to the Partnership by
any Underwriter through JPMorgan expressly for use in the

                                       17



Registration  Statement (or any amendment thereto) or any preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).

          (b) Each  Underwriter  severally agrees to indemnify and hold harmless
the Partnership,  the General Partner, the General Partner's directors,  each of
their respective officers who signed the Registration Statement, the Company and
each of its directors,  and each person,  if any, who controls the  Partnership,
the General  Partner or the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act  against any and all loss,  liability,  claim,
damage and expense  described in the indemnity  contained in  subsection  (a) of
this  section,  as  incurred,  but only with  respect  to untrue  statements  or
omissions,  or alleged untrue statements or omissions,  made in the Registration
Statement  (or any  amendment  thereto)  or any  preliminary  prospectus  or the
Prospectus  (or any  amendment or  supplement  thereto) in reliance  upon and in
conformity  with  written  information  furnished  to the  Partnership  by  such
Underwriter through JPMorgan expressly for use in the Registration Statement (or
any amendment thereto) or such preliminary  prospectus or the Prospectus (or any
amendment or supplement thereto).

          (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each  indemnifying  party of any action  commenced  against it in
respect of which indemnity may be sought hereunder,  but failure to so notify an
indemnifying  party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially  prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement.  In the case of parties indemnified
pursuant to Section  8(a) above,  counsel to the  indemnified  parties  shall be
selected by JPMorgan and reasonably  acceptable to the Partnership,  and, in the
case of parties  indemnified  pursuant  to Section  8(b)  above,  counsel to the
indemnified  parties  shall  be  selected  by  the  Partnership  and  reasonably
acceptable to JPMorgan. An indemnifying party may participate at its own expense
in the  defense  of any such  action;  provided,  however,  that  counsel to the
indemnifying  party shall not (except with the consent of the indemnified party)
also be counsel to the  indemnified  party.  In no event shall the  indemnifying
parties be liable for fees and expenses of more than one counsel (in addition to
any local counsel)  separate from their own counsel for all indemnified  parties
in connection  with any one action or separate but similar or related actions in
the  same  jurisdiction   arising  out  of  the  same  general   allegations  or
circumstances. No indemnifying party shall, without the prior written consent of
the  indemnified  parties,  settle or  compromise or consent to the entry of any
judgment with respect to any litigation,  or any  investigation or proceeding by
any  governmental  agency  or  body,  commenced  or  threatened,  or  any  claim
whatsoever in respect of which  indemnification  or contribution could be sought
under  this  Section 8 (whether  or not the  indemnified  parties  are actual or
potential  parties thereto),  unless such settlement,  compromise or consent (i)
includes an unconditional  release of each indemnified  party from all liability
arising out of such litigation, investigation, proceeding 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) If at any  time an  indemnified  party  shall  have  requested  an
indemnifying  party to reimburse the indemnified  party for fees and expenses of
counsel,  such  indemnifying  party  agrees  that it  shall  be  liable  for any
settlement of the nature  contemplated by Section 8(a)(ii)  effected without its
written  consent if (i) such  settlement is entered into more than 45 days after
receipt  by  such  indemnifying  party  of  the  aforesaid  request,  (ii)  such
indemnifying

                                       18



party shall have  received  notice of the terms of such  settlement  at least 30
days prior to such  settlement  being  entered into and (iii) such  indemnifying
party shall not have reimbursed such  indemnified  party in accordance with such
request prior to the date of such settlement.

          (e) If the  indemnification  provided for in this Section 8 is for any
reason  unavailable to or insufficient to hold harmless an indemnified  party in
respect of any losses,  liabilities,  claims,  damages or  expenses  referred to
therein,  then each indemnifying  party shall contribute to the aggregate amount
of such  losses,  liabilities,  claims,  damages and  expenses  incurred by such
indemnified  party,  as incurred,  (i) in such  proportion as is  appropriate to
reflect the relative  benefits  received by the  Partnership on the one hand and
the Underwriters on the other hand from the offering of the Securities  pursuant
to this  Agreement  or (ii) if the  allocation  provided  by  clause  (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the  Partnership on the one hand and of the  Underwriters  on the other
hand in  connection  with the  statements  or omissions  which  resulted in such
losses, liabilities,  claims, damages or expenses, as well as any other relevant
equitable considerations.

      The relative  benefits received by the Partnership on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant  to  this  Agreement  shall  be  deemed  to be in the  same  respective
proportions  as the total  net  proceeds  from the  offering  of the  Securities
pursuant  to  this  Agreement  (before  deducting   expenses)  received  by  the
Partnership and the total underwriting discount received by the Underwriters, in
each case as set forth on the cover of the Prospectus.

      The relative fault of the Partnership on the one hand and the Underwriters
on the other hand shall be  determined  by  reference  to,  among other  things,
whether  any such  untrue or alleged  untrue  statement  of a  material  fact or
omission or alleged  omission to state a material  fact  relates to  information
supplied by the  Partnership or by the  Underwriters  and the parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such statement or omission.

      The Partnership and the  Underwriters  agree that it would not be just and
equitable if  contribution  pursuant to this Section 8(e) were determined by pro
rata allocation  (even if the  Underwriters  were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable  considerations  referred to above in this Section 8(e). The aggregate
amount of losses,  liabilities,  claims,  damages  and  expenses  incurred by an
indemnified  party and referred to above in this Section 8(e) shall be deemed to
include any legal or other  expenses  reasonably  incurred  by such  indemnified
party in investigating,  preparing or defending  against any litigation,  or any
investigation  or proceeding by any  governmental  agency or body,  commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

      Notwithstanding  the provisions of this Section 8(e), no Underwriter shall
be required to contribute  any amount in excess of the amount by which the total
price at which the Securities  underwritten  by it and distributed to the public
were  offered  to the  public  exceeds  the  amount of any  damages  which  such
Underwriter  has otherwise  been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.


                                       19



      No person  guilty of fraudulent  misrepresentation  (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

      For purposes of this Section  8(e),  each person,  if any, who controls an
Underwriter  within  the  meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director of the General  Partner,  each officer of the General  Partner who
signed the  Registration  Statement,  the  Company and its  directors,  and each
person, if any, who controls the Partnership, the General Partner or the Company
within  the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
shall  have the same  rights to  contribution  as the  Partnership  and  General
Partner. The Underwriters' respective obligations to contribute pursuant to this
Section 8 are several in proportion to the  principal  amount of Securities  set
forth opposite their respective names in Schedule II hereto and not joint.

          (f) The obligations of the  Partnership  under this Section 8 shall be
in addition to any liability  which the Partnership may otherwise have and shall
extend, upon the same terms and conditions,  to each controlling person, if any,
of any Underwriter; and the obligations of the Underwriters under this Section 8
shall be in addition to any liability which the  Underwriters may otherwise have
and shall extend,  upon the same terms and conditions,  to the General  Partner,
each director of the General  Partner,  each officer of the General  Partner who
signed the Registration Statement, the Company, each director of the Company and
to each controlling person, if any, of the Partnership,  the General Partner and
the Company.

     9. The respective indemnities, agreements, representations,  warranties and
other statements of the Partnership and the  Underwriters,  as set forth in this
Agreement  or made by or on  behalf  of  them,  respectively,  pursuant  to this
Agreement,   shall  remain  in  full  force  and  effect,   regardless   of  any
investigation  (or any statement as to the results thereof) made by or on behalf
of the  Underwriters  or any  controlling  person  of  any  Underwriter,  or the
Partnership,   or  any  officer  or  director  or  controlling   person  of  the
Partnership, and shall survive delivery of and payment for the Securities to the
Underwriters.

     10. (a) The Representatives may terminate this Agreement,  by notice to the
Partnership,  at any time at or prior to  Closing  Time (i) if there  has  been,
since the time of execution of this Agreement or since the  respective  dates as
of which information is given in the Prospectus,  any material adverse change in
the condition,  financial or otherwise, or in the earnings,  business affairs or
business  prospects of the  Partnership and its  subsidiaries  taken as a whole,
whether or not arising in the  ordinary  course of  business,  (ii) if there has
occurred any outbreak of hostilities or escalation  thereof or other calamity or
crisis or any change or development  involving a prospective change in financial
markets,  either within or outside the United States, in each case the effect of
which  is  such  as  to  make  it,  in  the  judgment  of  the  Representatives,
impracticable  or inadvisable to proceed with the offering,  sale or delivery of
the Securities on the terms and in the manner contemplated by this Agreement and
the Prospectus or to enforce contracts for the sale of the Securities,  or (iii)
if trading in any securities of the Partnership has been suspended or materially
limited  on any  exchange  or in the  over-the-counter  market,  (iv) if trading
generally on the American  Stock  Exchange or the New York Stock  Exchange or in
the over-the-counter market has been suspended or materially limited, or minimum
or maximum prices for trading have been fixed, or maximum ranges for prices have

                                       20



been required, by any of said exchanges or by such over-the-counter market or by
order of the Commission, the National Association of Securities Dealers, Inc. or
any  other  governmental  authority,  or (v) if a  banking  moratorium  has been
declared by either Federal or New York authorities.

          (b) If this  Agreement is terminated  pursuant to this  Section,  such
termination shall be without liability of any party to any other party except as
provided in Section 6 hereof,  and  provided  further  that  Sections 1, 8 and 9
shall survive such termination and remain in full force and effect.

     11. If the  Representatives  elect  not to  purchase  Securities  hereunder
solely  because the  condition  in Section  7(b) has not been  satisfied  or the
Representatives elect to terminate this Agreement pursuant to Section 10(a)(ii),
(iv) or (v),  the  Partnership  shall  not then be under  any  liability  to the
Underwriters  except as  provided  in  Sections 6 and 8 hereof;  but, if for any
other  reason,  the  Securities  are  not  delivered  by or  on  behalf  of  the
Partnership as provided herein,  the Partnership will reimburse the Underwriters
through you for all out-of-pocket expenses approved in writing by you, including
fees and  disbursements of counsel,  reasonably  incurred by the Underwriters in
making preparations for the purchase,  sale and delivery of the Securities,  but
the  Partnership  shall then be under no further  liability to the  Underwriters
except as provided in Sections 6 and 8 hereof.

     12.  If one or more of the  Underwriters  shall  fail  at  Closing  Time to
purchase the  Securities  which it or they are obligated to purchase  under this
Agreement  (the  "Defaulted  Securities"),  the  Representatives  shall have the
right,  within 24 hours thereafter,  to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters, to purchase all, but not
less than all, of the Defaulted Securities in such amounts as may be agreed upon
and upon the terms herein set forth; if, however, the Representatives  shall not
have completed such arrangements within such 24-hour period, then:

          (a) if the number of Defaulted  Securities  does not exceed 10% of the
aggregate principal amount of the Securities to be purchased hereunder,  each of
the non-defaulting  Underwriters shall be obligated,  severally and not jointly,
to purchase the full amount  thereof in the  proportions  that their  respective
underwriting  obligations hereunder bear to the underwriting  obligations of all
non-defaulting Underwriters, or

          (b) if the number of Defaulted Securities exceeds 10% of the aggregate
principal  amount of the  Securities to be purchased  hereunder,  this Agreement
shall terminate without liability on the part of any non-defaulting Underwriter.

      No action taken  pursuant to this  Section  shall  relieve any  defaulting
Underwriter from liability in respect of its default.

      In the event of any such default which does not result in a termination of
this Agreement,  either the  Representatives  or the Partnership  shall have the
right to postpone  the  Closing  Time for a period not  exceeding  seven days in
order to effect any required changes in the Registration Statement or Prospectus
or  in  any  other  documents  or  arrangements.   As  used  herein,   the  term
"Underwriter"  includes any person  substituted  for an  Underwriter  under this
Section 11.


                                       21



     13. All statements,  requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile  transmission to J.P.  Morgan  Securities  Inc., 270 Park Avenue,  New
York, New York 10017,  Attn:  Transaction  Execution Group, Fax: (212) 834-6702;
and if to the Partnership shall be delivered or sent by mail, telex or facsimile
transmission  to the  address of the  Partnership  set forth in the  Prospectus,
Attention: Secretary. Any such statements, requests, notices or agreements shall
take effect upon receipt thereof.

     14. This  Agreement  shall be binding upon, and inure solely to the benefit
of, the Underwriters,  the Partnership and, to the extent provided in Sections 8
and 9 hereof,  the General  Partner,  the officers and  directors of the General
Partner,  the  Company  and its  directors,  and each  person who  controls  the
Partnership,  the General Partner and the Company or any Underwriter,  and their
respective  heirs,  executors,  administrators,  successors and assigns,  and no
other  person  shall  acquire  or have  any  right  under or by  virtue  of this
Agreement.  No purchaser of any of the Securities from the Underwriters shall be
deemed a successor or assign by reason merely of such purchase.

     15. Time shall be of the essence of this Agreement.

     16. This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of New York.

     17. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts,  each of which shall be deemed to be an original,
but all such respective  counterparts shall together constitute one and the same
instrument.


                                       22



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

                               Very truly yours,

                               KINDER MORGAN ENERGY PARTNERS, L.P.

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

                                   By:    Kinder Morgan Management, LLC,
                                          its delegate


                                    By:__________________________________
                                       Name:
                                       Title:


CONFIRMED AND ACCEPTED,
    as of the date first above written:


J.P. MORGAN SECURITIES INC.
FIRST UNION SECURITIES, INC.

By:   J.P. Morgan Securities Inc.



By:________________________________
Name:
Title:


For  themselves  and as  Representatives  of the
other  Underwriters  named  in Schedule I hereto.


                                       23





                                   SCHEDULE I

                                            Principal             Principal
                                            Amount of             Amount of
                                              7.125%                7.750%
Name of Underwriter                       Notes due 2012        Notes due 2032
-------------------                       --------------        --------------

J.P. Morgan Securities Inc. .............  202,500,000           135,000,000
First Union Securities, Inc. ............  157,500,000           105,000,000
Banc One Capital Markets, Inc. ..........   15,000,000            10,000,000
BMO Nesbitt Burns Corp. .................   15,000,000            10,000,000
Commerzbank Capital Markets Corp. .......   15,000,000            10,000,000
Credit Lyonnais Securities (USA) Inc.....   15,000,000            10,000,000
Scotia Capital (USA) Inc. ...............   15,000,000            10,000,000
Sun Trust Capital Markets, Inc. .........   15,000,000            10,000,000
                                          ------------------------------------
                                          $450,000,000          $300,000,000
Total....................................
                                          ====================================


                                   Schedule I





                                   SCHEDULE II

                       Kinder Morgan Energy Partners, L.P.

                       $450,000,000 7.125% Notes due 2012
                       $300,000,000 7.750% Notes due 2032



      1.   The  initial public  offering price of the 2012  Securities  shall be
99.535% of the principal amount thereof, plus accrued interest, if any, from the
date of issuance. The initial public offering price of the 2032 Securities shall
be 99.492% of the principal amount thereof,  plus accrued interest, if any, from
the date of issuance.

      2.   The  purchase  price  to be paid  by the  Underwriters  for the  2012
Securities shall be 98.885% of the principal amount thereof.  The purchase price
to be paid by the  Underwriters  for the 2032 Securities shall be 98.617% of the
principal amount thereof.

      3.   The  interest rate on the 2012 Securities  shall be 7.125% per annum.
The interest rate on the 2032 Securities shall be 7.750% per annum.

      4.   The  Partnership  will have the right to  redeem  each  series of the
Securities,  in whole or in part at any time, at a redemption price equal to the
greater of (1) 100% of the principal  amount of the Securities of such series to
be  redeemed  or (2) the sum of the present  values of the  remaining  scheduled
payments of principal  and interest on such series of  Securities  (exclusive of
interest  accrued to the redemption date) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate plus 25 basis points in the case of the 2012  Securities,  and
the Treasury Rate plus 30 basis points in the case of the 2032 Securities, plus,
in either  case,  accrued and unpaid  interest  on the  principal  amount  being
redeemed to such redemption date as further  described in the Prospectus.  Terms
used in this  paragraph  that are not defined in this Agreement have the meaning
given them in the Prospectus.





                                  Schedule III




                                     ANNEX I

      Pursuant to Section 7(d) of the Agreement,  the accountants  shall furnish
letters to the Representatives to the effect that:

           (i) They are independent certified public accountants with respect to
      the  Partnership and its  subsidiaries  and the General Partner within the
      meaning of the Securities Act of 1933 (the "Act") and the applicable rules
      and regulations  thereunder adopted by the Securities  Exchange Commission
      ("SEC");

           (ii) In their opinion, the financial statements and any supplementary
      financial   information  and  schedules  (and,  if  applicable  pro  forma
      financial  information)  examined by them and  included in the  Prospectus
      comply as to form in all material respects with the applicable  accounting
      requirements  of the  1934  Act and the  1934  Act  Regulations;  and,  if
      applicable,  they have performed the procedures  specified by the American
      Institute of Certified Public Accountants for a review of the consolidated
      interim financial statements, selected financial data, pro forma financial
      information  and/or condensed  financial  statements  derived from audited
      financial  statements of the Partnership for the periods specified in such
      letter,  as indicated in their reports thereon,  copies of which have been
      separately furnished to the Representatives;

           (iii)The unaudited selected financial information with respect to the
      consolidated   results  of  operations  and  financial   position  of  the
      Partnership  for  the  five  most  recent  fiscal  years  included  in the
      Prospectus agrees with the corresponding  amounts (after restatement where
      applicable) in the audited consolidated financial statements for such five
      fiscal  years,  which were  included or  incorporated  by reference in the
      Partnership's Annual Reports on Form 10-K for such fiscal years;

           (iv)  On  the  basis  of  limited  procedures,  not  constituting  an
      examination in accordance  with  generally  accepted  auditing  standards,
      consisting of a reading of the unaudited  financial  statements  and other
      information  referred to below, a reading of the latest available  interim
      financial  statements of the Partnership and its subsidiaries,  inspection
      of the minute books of the Partnership and its subsidiaries since the date
      of the latest audited  financial  statements  included in the  Prospectus,
      inquiries of officials of the Partnership and its subsidiaries responsible
      for  financial  and  accounting  matters  and  such  other  inquiries  and
      procedures  as may be  specified  in such  letter,  nothing  came to their
      attention that caused them to believe that:

                (A) as of a specified  date not more than five days prior to the
           date of such letter,  there have been any changes in the consolidated
           partner's  capital  (other  than  issuances  of  capital  stock  upon
           exercise of options and stock appreciation  rights, upon earn-outs of
           performance shares and upon conversions of convertible securities, in
           each case that were  outstanding on the date of the latest  financial
           statements  included  in  the  Prospectus)  or  any  increase  in the
           consolidated  long-term debt of the Partnership and its  consolidated
           subsidiaries,  or any decreases in consolidated net current assets or
           stockholders' or unitholders'  equity or other items specified by the
           Underwriters, or any increases in any items

                                    Annex I-1



           specified  by the Purchaser, in each case as  compared  with  amounts
           shown in the latest balance sheet included in the  Prospectus, except
           in each case for changes, increases or decreases  that the Prospectus
           discloses  have occurred or may occur or that are  described  in such
           letter; and

                (B)  for the  period  from  the  date  of the  latest  financial
           statements  included in the Prospectus to the specified date referred
           to in  clause  (A)  there  were any  decreases  in  consolidated  net
           revenues  or  operating  profit or the total or per share  amounts of
           consolidated net income or other items specified by the Underwriters,
           or any increases in any items specified by the Underwriters,  in each
           case as compared with the comparable period of the preceding year and
           with any  other  period  of  corresponding  length  specified  by the
           Underwriters, except in each case for decreases or increases that the
           Prospectus discloses have occurred or may occur or that are described
           in such letter; and

           (v) In addition  to the  examination  referred to in their  report(s)
      included in the  Prospectus  and the  limited  procedures,  inspection  of
      minute  books,  inquiries and other  procedures  referred to in paragraphs
      (iii) and (iv) above, they have carried out certain specified  procedures,
      not  constituting  an  examination in accordance  with generally  accepted
      auditing  standards,  with  respect to certain  amounts,  percentages  and
      financial  information  specified by the  Underwriters,  which are derived
      from  the  general   accounting   records  of  the   Partnership  and  its
      subsidiaries, which appear in the Prospectus, and have compared certain of
      such amounts,  percentages and financial  information  with the accounting
      records of the Partnership and its  subsidiaries and have found them to be
      in agreement.




                                   Annex I-2