UNITHOLDER AGREEMENT







                                     BETWEEN







                        GULFTERRA ENERGY PARTNERS, L.P.







                                       AND







                          FLETCHER INTERNATIONAL, INC.





















                               DATED MAY 16, 2003







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                                TABLE OF CONTENTS





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

2.       Outstanding Units........................................................................................2

3.       Representations of Fletcher..............................................................................2

4.       Convertible Number.......................................................................................2

5.       Prohibition on Short Sales...............................................................................2

6.       Limited Market Stand Off.................................................................................3

7.       Limits on Transferability................................................................................3

8.       Covenant Regarding Partnership Bonds.....................................................................4

9.       Public Disclosure........................................................................................4

10.      Notices..................................................................................................5

11.      Miscellaneous............................................................................................6

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                                        i

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                              UNITHOLDER AGREEMENT



         This Unitholder Agreement (this "AGREEMENT"), dated as of May 16, 2003,

is by and between GulfTerra Energy Partners, L.P., a Delaware limited

partnership (the "PARTNERSHIP"), and Fletcher International, Inc., a Delaware

corporation ("FLETCHER").



         WHEREAS, Fletcher desires to make an investment in the Partnership of

$40,000,000 in exchange for 1,118,881 Series A Common Units, 80 Series F1

Convertible Units and 80 Series F2 Convertible Units, which Series F1

Convertible Units and Series F2 Convertible Units will be convertible into

Series A Common Units (the Series A Common Units, the Series F1 Convertible

Units, the Series F2 Convertible Units and the underlying Series A Common Units,

collectively, the "UNITS") as provided in the Statement of Rights, Privileges

and Limitations of Series F Convertible Units (the "STATEMENT"), which is

attached as Annex A to, and incorporated in its entirety by, the Third Amendment

to the Second Amended and Restated Agreement of Limited Partnership of El Paso

Energy Partners, L.P. effective as of the date hereof, all pursuant to a

prospectus supplement dated as of the date hereof; and



         WHEREAS, the Partnership and Fletcher have agreed to certain terms and

conditions in connection with Fletcher's investment in the Partnership;



         NOW THEREFORE, in consideration of the mutual covenants and agreements

contained in this Agreement, the parties hereto agree as follows:



         1. DEFINITIONS. All undefined capitalized terms used herein shall have

the meaning set forth in the Statement. In addition, as used herein, unless the

context otherwise requires, the following terms have the following respective

meanings:



                  1.1 65 DAY NOTICE is defined in Section 4.



                  1.2 AFFILIATE means with respect to any Person, any other

         Person that directly or indirectly Controls, is Controlled by or is

         under common Control with, the Person in question.



                  1.3 AGREEMENT is defined in the introduction, as amended,

         supplemented or otherwise modified from time to time.



                  1.4 CONTROL ("CONTROLS" and "CONTROLLED") means the

         possession, directly or indirectly, of the power to direct or cause the

         direction of the management and policies of a Person whether through

         ownership of voting securities, by contract or otherwise.



                  1.5 CONVERTIBLE PERIOD means the period commencing on the date

         hereof and ending on the Termination Time.



                  1.6 CONVERTIBLE NUMBER is defined in Section 4.



                  1.7 FLETCHER is defined in the introduction to the Agreement.







                                       1

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                  1.8 FLETCHER NUMBER means the sum of 4,495,425 and the

         Convertible Number.



                  1.9 INITIAL CLOSING means the date on which the closing of the

         purchase by Fletcher of 1,118,881 Series A Common Units, 80 Series F1

         Convertible Units and 80 Series F2 Convertible Units occurs.



                  1.10 PARTNERSHIP is defined in the introduction to the

         Agreement.



                  1.11 PUBLIC OFFERING PERIOD means each period commencing on

         the day on which Fletcher responds to the Partnership's notice of its

         intention to effect a public offering and ending on the day on which

         such public offering closes.



         2. OUTSTANDING UNITS. The Partnership hereby represents and warrants

that as of the date hereof and prior to the issuance by the Partnership of

1,118,881 Series A Common Units to Fletcher, there are issued and outstanding at

least 47,484,314, but no more than 47,584,314, Series A Common Units.



         3. REPRESENTATIONS OF FLETCHER. Fletcher hereby represents and warrants

that as of the date hereof:



                  3.1 Fletcher is a large institutional accredited investor;



                  3.2 Fletcher is acquiring the Series A Common Units and the

         Series F Convertible Units for its own account and in the ordinary

         course of its business and is not participating in the distribution,

         and has no arrangement or understandings with any Person to participate

         in a distribution of the Series A Common Units or the Series F

         Convertible Units;



                  3.3 Fletcher is not a registered "broker" or "dealer" as such

         terms are defined in Section 3 of the Exchange Act; and



                  3.4 None of Fletcher or its Affiliates has (i) during the

         sixty (60) Business Day period ending on the date hereof (a) engaged in

         any "short sales" (as such term is defined by the Exchange Act Rule

         3b-3) of Series A Common Units or (b) purchased, acquired, sold or

         terminated an interest in any stock index, portfolio or derivative in

         which the Series A Common Units comprised more than 35% of the value of

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