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Exhibit 4.4  


[Execution Copy]  


 
 

ENBRIDGE ENERGY PARTNERS, L.P.
  
  
  $200,000,000 5.95% Notes due 2033
  
  
  REGISTRATION RIGHTS AGREEMENT    
    


        


May 27, 2003 


CITIGROUP
GLOBAL MARKETS INC.

BANK OF AMERICA SECURITIES LLC

As Representatives of the Initial Purchasers



c/o CITIGROUP GLOBAL MARKETS INC.

388 Greenwich Street New York, New York 10013




Ladies
and Gentlemen: 


        Enbridge
Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), proposes to issue and sell to the several parties
named in Schedule I hereto (the "Initial Purchasers") for whom you are acting as representatives,
upon the terms set forth in a purchase agreement dated May 20, 2003 (the "Purchase Agreement"), $200,000,000 aggregate principal amount of its
5.95% Notes due 2033 (the "Securities") relating to the initial placement of the Securities (the Initial
Placement"). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Partnership and Enbridge Energy, Limited Partnership, a Delaware limited partnership and subsidiary of the Partnership (the "Operating
Partnership"), agree with you for your benefit and the benefit of the other holders from time to time of the Securities (including the Initial Purchasers) (each a
"Holder" and, together, the "Holders"), as follows: 



        1.     Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the
Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings: 


        "2013 Notes" shall mean the 4.75% Notes due 2013 of the Partnership. 


        "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. 



        "Affiliate" of any specified Person shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and
policies of such Person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. 


        "Broker-Dealer" shall mean any broker or dealer registered as such under the Exchange Act. 



        "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City. 


        "Commission" shall mean the United States Securities and Exchange Commission. 


        "DTC" shall mean The Depositary Trust Company. 


        "Enbridge Management" shall mean Enbridge Energy Management, L.L.C., a Delaware limited liability company. 



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





 



        "Exchange Offer Registration Period" shall mean the 210-day period following the consummation of the Registered Exchange
Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement. 



        "Exchange Offer Registration Statement" shall mean a registration statement of the Partnership on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein. 


        "Exchanging Dealer" shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Partnership or any of its Affiliates) for
New Securities. 


        "General Partner" shall mean Enbridge Energy Company, Inc., a Delaware corporation and the general partner of the Partnership. 


        "Holder" shall have the meaning set forth in the preamble hereto. 


        "Indenture" shall mean the Indenture, dated as of the date hereof, between the Partnership and Sun Trust Bank, as trustee, as supplemented
by the First Supplemental Indenture dated as of the date hereof relating to the 2013 Notes and by the Second Supplemental Indenture dated as of the date hereof, relating to the Securities thereto, and
as the same may be amended from time to time in accordance with the terms thereof. 


        "Initial Placement" shall have the meaning set forth in the preamble hereto. 


        "Initial Purchasers" shall have the meaning set forth in the preamble hereto. 


        "Losses" shall have the meaning set forth in Section 7(d) hereof. 



        "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Securities registered under a Registration
Statement. 


        "Managing Underwriters" shall mean the investment banker or investment bankers and manager or managers that shall administer an
underwritten offering. 


        "New Securities" shall mean debt securities of the Partnership with terms identical in all material respects to the Securities (except
that the interest rate step-up provisions and the transfer restrictions shall be eliminated) and to be issued under the Indenture. 



        "Prospectus" shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus
supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein. 


        "Purchase Agreement" shall have the meaning set forth in the preamble hereto. 



        "Registered Exchange Offer" shall mean the proposed offer of the Partnership to issue and deliver to the Holders of the Securities that
are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities. 


        "Registration Default" shall have the meaning set forth in Section 4 hereof. 


        "Registration Statement" shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the 


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provisions
of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein),
all exhibits thereto and all material incorporated by reference therein. 


        "Securities" shall have the meaning set forth in the preamble hereto. 


        "Shelf Registration" shall mean a registration effected pursuant to Section 3 hereof. 


        "Shelf Registration Period" has the meaning set forth in Section 3(b) hereof. 


        "Shelf Registration Statement" shall mean a "shelf" registration statement of the Partnership pursuant to the provisions of
Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted
by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein. 


        "Trustee" shall mean the trustee with respect to the Securities and the New Securities under the Indenture. 


        "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated
thereunder. 


        "underwriter" shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement. 


        2.     Registered Exchange Offer. Except as set forth in Section 3, (a) the Partnership shall prepare and, not
later than 90 days following the date of the original issuance of the Securities (or if such 90th day is not a Business Day, the next succeeding Business Day), shall file with the Commission
the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Partnership shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to
become effective under the Act within 210 days of the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day). 


        (b)   Upon
the effectiveness of the Exchange Offer Registration Statement, the Partnership shall promptly commence the Registered Exchange Offer, it being the objective of
such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Partnership, acquires the New Securities
in the ordinary course of such Holder's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the
Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the several states of the United States. 


        (c)   In
connection with the Registered Exchange Offer, the Partnership shall: 



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


        (ii)   keep
the Registered Exchange Offer open for not less than 20 Business Days and use its reasonable best efforts to cause the Registered Exchange Offer to be completed
within 30 Business Days after the Commission declares the Exchange Offer Registration Statement effective (or, in each case, longer if required by applicable law); 


        (iii)  use
its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the
Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period; 



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        (iv)  permit
Holders to withdraw tendered Securities at any time prior to the close of the Registered Exchange Offer; 


        (v)   prior
to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Partnership is
conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13,
1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Partnership has not entered
into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Partnership's information and
belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to
participate in the distribution of the New Securities; and 


        (vi)  comply
in all material respects with all applicable laws relating to the Registered Exchange Offer. 




        (d)   As
soon as practicable after the close of the Registered Exchange Offer, the Partnership shall: 



        (i)    accept
for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer in accordance with the terms of the Registered Exchange
Offer, the Exchange Offer Registration Statement and the letter of transmittal; and 



        (ii)   cause
the Trustee promptly to authenticate a global certificate representing New Securities exchanged for Securities and cause the depositary for the Registered
Exchange Offer to deliver, through the facilities of DTC, to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted
for exchange. 




        (e)   Each
Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New
Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Morgan Stanley and
Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities
acquired by such Holder directly from the Partnership or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the
Partnership that, at the time of the consummation of the Registered Exchange Offer: 



        (i)    any
New Securities received by such Holder will be acquired in the ordinary course of business; 


        (ii)   such
Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of
the Act; and 


        (iii)  such
Holder is not an Affiliate of the Partnership. 




        (f)    If
any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any
portion of an unsold allotment, at the request of such Initial Purchaser, the Partnership shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Partnership shall
request the CUSIP Service Bureau to issue 


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the
same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer. 


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



        3.     Shelf Registration. (a) If (i) notwithstanding the efforts contemplated in Section 2(g), due to any
change in law or applicable interpretations thereof by the Staff, the Partnership determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as
contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated within 260 days of the date hereof; (iii) any Initial Purchaser
so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered
Exchange Offer; (iv) any Holder (other than an Initial Purchaser or an Affiliate of the Partnership) is not eligible to participate in the Registered Exchange Offer; or (v) in the case
of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradable
New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing
the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such
New Securities being not "freely tradable"; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange
Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not "freely tradable"), the Partnership
shall effect a Shelf Registration Statement in accordance with subsection (b) below. 


        (b)   (i) The
Partnership shall use its reasonable best efforts to file a Shelf Registration Statement relating to the offer and sale of the Securities or the
New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement with
the Commission on or before the later of (A) 20 days after so required or requested pursuant to this Section 3, and (B) 90 days after the date hereof; and thereafter
the Partnership shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Act on or before the later of (x) 60 days after the
filing of such Shelf Registration Statement is so required or requested pursuant to this Section 3, and (y) 210 days after the date hereof;  provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and  provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold
allotment, the Partnership may, if permitted by current interpretations by the Staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the
information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect 


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thereto,
and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement. 



        (ii)   The
Partnership shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act,
in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration Statement is declared effective by the Commission or such
shorter period that will terminate when all the Securities or New Securities, as applicable, covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement or may be sold pursuant to Rule 144(k) under the Act (in any such case, such period being called the
"Shelf Registration Period"). The Partnership shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement
effective during the requisite period if the Partnership voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during
that period, unless (A) such action is required by applicable law; or (B) such action is taken by the Partnership in good faith and for valid business reasons (not including avoidance of
the Partnership's obligations hereunder), including the acquisition or divestiture of assets, so long as the Partnership promptly thereafter complies with the requirements of Section 5(k)
hereof, if applicable. 


        (iii)  The
Partnership shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf
Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and the rules and regulations of the Commission; and
(B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. 




        4.     Additional Interest.


        (a)   In
the event that (i) the Partnership has not filed the Exchange Offer Registration Statement or the Shelf Registration Statement with the Commission on or before
the date on which such Registration Statement is required to be so filed pursuant to Section 2(a) and Section 3(b), respectively, or (ii) such Exchange Offer Registration
Statement or Shelf Registration Statement has not been declared effective by the Commission under the Act on or before the date on which such Registration Statement is required to be declared
effective under the Act pursuant to Section 2(a) or Section 3(b), respectively, or (iii) the Exchange Offer has not been consummated within 260 days after the date of
issuance of the Securities, or (iv) the Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or Section 3(b) hereof is filed and declared
effective by the Commission under the Act but shall thereafter cease to be effective (except as specifically permitted herein) without being succeeded immediately by an additional Registration
Statement filed and declared effective by the Commission under the Act (each such event referred to in clauses (i) through (iv) is referred to herein as a
"Registration Default"), then the Partnership shall pay additional interest ("Additional Interest") on
the affected Securities that will accrue and be payable semiannually on the Securities (in addition to the stated interest on such Securities) from and including the date such Registration Default
occurs to, but excluding, the date on which all Registration Defaults are cured (at which time the interest rate will be reduced to its initial rate). During the time that Additional Interest is
accruing, the rate of Additional Interest shall be 0.25% per annum during the first 90-day period, and will increase by 0.25% per annum for each subsequent 90-day period during
which any such Registration Default continues; provided, however, the rate of Additional Interest shall not exceed 0.50% per annum in the aggregate regardless of the number of Registration Defaults.
Additional Interest shall not accrue if the Partnership has filed the Exchange Offer Registration Statement with the Commission on or before the date on which such Registration Statement is required
to be so filed pursuant to Section 2(a) but is unable to complete the Registered Exchange Offer because of a change 


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in
applicable law and the Partnership then proceeds to file the Shelf Registration Statement with the Commission on or before the date on which such Registration Statement is required to be filed
pursuant to Section 3(b) and the Shelf Registration Statement is declared by the Commission under the Act on or before the date which such Registration Statement is required to be declared
effective under the Act pursuant to Section 3(b). If, after the cure of all Registration Defaults then in effect, there is a subsequent Registration Default, the rate of Additional Interest
that shall initially be in effect upon the occurrence of such subsequent Registration Default shall be 0.25% per annum during the first 90-day period following the occurrence of such
Registration Default, regardless of the rate of Additional Interest in effect at the time of any prior Registration Default at the time of the cure of any such prior Registration Default. 



        (b)   Without
limiting the remedies available to the Initial Purchasers and the Holders, the Partnership acknowledges that any failure by the Partnership to comply with its
obligations under Section 2(a) and Section 3(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required
to specifically enforce the Partnership's obligations under Section 2(a) and Section 3(b) hereof. 



        5.     Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any
Exchange Offer Registration Statement, the following provisions shall apply. 


        (a)   The
Partnership shall: 



        (i)    furnish
to you, not less than five Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf
Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the
initial filing) and shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as you reasonably propose; 


        (ii)   include
the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange
Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange
Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; 



        (iii)  if
requested by an Initial Purchaser, include the information required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus
contained in the Registration Statement; and 


        (iv)  in
the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling
security holders. 




        (b)   The
Partnership shall ensure that: 



        (i)    any
Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto comply in all material respects with
the Act and the rules and regulations thereunder; and 


        (ii)   any
Registration Statement and any amendment thereto do not, when they become effective, 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. 




        (c)   The
Partnership shall advise you, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration
Statement that has provided in writing to the Partnership a telephone or facsimile number and address for notices, and, if 


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requested
in writing by you or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the Partnership shall have remedied the basis for such suspension): 



        (i)    when
a Registration Statement and any amendment thereto have been filed with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective; 


        (ii)   of
any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information; 


        (iii)  of
the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; 



        (iv)  of
the receipt by the Partnership of any notification with respect to the suspension of the qualification of the securities included therein for sale in any
jurisdiction or the initiation of any proceeding for such purpose; and 


        (v)   of
the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, the statements therein are not
misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under
which they were made) not misleading. 




        (d)   The
Partnership shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the
qualification of the securities therein for sale in any state of the United States at the earliest possible time. 


        (e)   The
Partnership shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one copy of such Shelf Registration
Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including
exhibits incorporated by reference therein). 


        (f)    The
Partnership shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many
copies of the Prospectus (including each preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The
Partnership consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered
by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 



        (g)   The
Partnership shall furnish to each Exchanging Dealer which so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any
post-effective amendment thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein). 


        (h)   The
Partnership shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other Person required to deliver a Prospectus during the Exchange Offer
Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendment or supplement thereto as any such Person may reasonably
request. The Partnership consents to the use of the Prospectus or any amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer and any such other Person that may be required to
deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included
in the Exchange Offer Registration Statement. 


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        (i)    Prior
to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Partnership shall arrange, if necessary, for the
qualification of the Securities or the New Securities for sale under the laws of such states of the United States as any Holder shall reasonably request and will maintain such qualification in effect
so long as required; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would
subject it to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such
jurisdiction where it is not then so subject. 


        (j)    If
any of the Securities or the New Securities are not issued in global form, then the Partnership shall cooperate with the Holders of Securities to facilitate the
timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as Holders may request. 


        (k)   Upon
the occurrence of any event contemplated by subsections (c)(ii) through (v) above, the Partnership shall promptly prepare a post-effective
amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to Initial Purchasers of
the securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If the Partnership notifies the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer in accordance with
subsections (ii) through (v) of Section 5(c) above to suspend the use of the Prospectus until the requisite changes to the Prospectus have been made, then the Initial Purchasers,
the Holders of the Securities and any such Exchanging Dealers shall suspend use of such Prospectus. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement
provided for in Section 2 and the Shelf Registration Statement provided for in Section 3(b) shall each be extended by the number of days from and including the date of the giving of a
notice of suspension pursuant to Section 5(c) to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such
amended or supplemented Prospectus pursuant to this Section. 


        (l)    Not
later than the effective date of any Registration Statement, the Partnership shall obtain a CUSIP number for the Securities or the New Securities, as the case may
be, registered under such Registration Statement and provide the Trustee with certificates for such Securities or New Securities, in a form eligible for deposit with DTC. 


        (m)  The
Partnership shall comply with all rules and regulations of the Commission applicable to the Registered Exchange Offer or the Shelf Registration Statement and shall
make generally available to its security holders as soon as practicable after the effective date of the applicable Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Act. 


        (n)   The
Partnership shall cause the Indenture to be qualified under the Trust Indenture Act in a timely manner. 


        (o)   The
Partnership may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Partnership such information regarding
the Holder and the distribution of such Securities as the Partnership may from time to time reasonably require for inclusion in such Registration Statement. The Partnership may exclude from such Shelf
Registration Statement the Securities of any Holder that unreasonably fails to furnish such information within 20 day after receiving such request. 


        (p)   In
the case of any Shelf Registration Statement, the Partnership shall enter into such agreements as are customary in underwritten offerings (including underwriting
agreements if requested) and take all other appropriate actions in order to expedite or facilitate the registration or the 


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disposition
of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 7 (or such other provisions and procedures reasonably requested by the Majority Holders and the Managing Underwriters, if any, with respect to all parties to be
indemnified pursuant to Section 7). 


        (q)   In
the case of any Shelf Registration Statement, the Partnership shall: 



        (i)    make
reasonably available for inspection by the Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such
Registration Statement, and any attorney, accountant or other agent retained by the Holders or any such underwriter all relevant financial and other records, pertinent organizational documents and
properties of the Partnership and its subsidiaries; 


        (ii)   cause
the Partnership's officers, directors and employees to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney,
accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided,  however, that any
information that is designated in writing by the Partnership, in good faith, as confidential at the time of delivery of such
information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law,
or such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; 


        (iii)  make
such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are
customarily made by issuers to underwriters in primary underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement; 



        (iv)  obtain
opinions of counsel to the Partnership and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the
Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by such Holders and underwriters (it being agreed that the matters to be covered by such opinions may be subject to customary qualifications and
exceptions); 


        (v)   obtain
"cold comfort" letters and updates thereof from the independent certified public accountants of the Partnership (and, if necessary, any other independent
certified public accountants of any subsidiary of the Partnership or of any business acquired by the Partnership for which financial statements and financial data are, or are required to be, included
in the Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type customarily
covered in "cold comfort" letters in connection with primary underwritten offerings; and 


        (vi)  deliver
such documents and certificates as may be reasonably requested by the Majority Holders and the Managing Underwriters, if any, including those to evidence
compliance with Section 5(k) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Partnership. 




        The
actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or similar agreement as and to the extent required thereunder. 


10







   
        (r)   In the case of any Exchange Offer Registration Statement, the Partnership shall: 



        (i)    make
reasonably available for inspection by such Initial Purchaser, and any attorney, accountant or other agent retained by such Initial Purchaser, all relevant
financial and other records, pertinent organizational documents and properties of the Partnership and their respective subsidiaries; 



        (ii)   cause
the Partnership's officers, directors and employees to supply all relevant information reasonably requested by such Initial Purchaser or any such attorney,
accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided,  however, that any
information that is designated in writing by the Partnership, in good faith, as confidential at the time of delivery of such
information shall be kept confidential by such Initial Purchaser or any such attorney, accountant or agent, unless such disclosure is made in connection with a court proceeding or required by law, or
such information becomes available to the public generally or through a third party without an accompanying obligation of confidentiality; 



        (iii)  make
such representations and warranties to such Initial Purchaser, in form, substance and scope as are customarily made by issuers to underwriters in primary
underwritten offerings and covering matters including, but not limited to, those set forth in the Purchase Agreement; 


        (iv)  obtain
opinions of counsel to the Partnership and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to such
Initial Purchaser and its counsel, addressed to such Initial Purchaser, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may
be reasonably requested by such Initial Purchaser or its counsel (it being agreed that the matters to be covered by such opinions may be subject to customary qualifications and exceptions); 


        (v)   obtain
"cold comfort" letters and updates thereof from the independent certified public accountants of the Partnership (and, if necessary, any other independent
certified public accountants of any subsidiary of the Partnership or of any business acquired by the Partnership for which financial statements and financial data are, or are required to be, included
in the Registration Statement), addressed to such Initial Purchaser, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary
underwritten offerings, or if requested by such Initial Purchaser or its counsel in lieu of a "cold comfort" letter, an agreed-upon procedures letter under Statement on Auditing Standards
No. 35, covering matters requested by such Initial Purchaser or its counsel; and 


        (vi)  deliver
such documents and certificates as may be reasonably requested by such Initial Purchaser or its counsel, including those to evidence compliance with
Section 5(k) and with conditions customarily contained in underwriting agreements. 




The
foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this Section shall be performed at the close of the Registered Exchange Offer and the effective date of any
post-effective amendment to the Exchange Offer Registration Statement. 


        (s)   If
a Registered Exchange Offer is to be consummated upon delivery of the Securities by Holders to the Partnership (or to such other Person as directed by the
Partnership) in exchange for the New Securities, the Partnership shall mark, or cause to be marked, on the Securities so exchanged that such Securities are being canceled in exchange for the New
Securities. In no event shall the Securities be marked paid or otherwise satisfied. 


        (t)    The
Partnership will use its reasonable best efforts, if the Securities were not previously rated, to cause the Securities covered by a Registration Statement to be
rated with at least one nationally 


11





 



recognized
statistical rating agency, if so requested by Majority Holders with respect to the related Registration Statement or by any Managing Underwriters. 


        (u)   In
the event that any Broker-Dealer shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or "assist in the
distribution" (within the meaning of the Conduct Rules and the By-Laws of the National Association of Securities Dealers, Inc.) thereof, whether as a Holder of such Securities or as
an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such Broker-Dealer in complying with the requirements of such Rules and By-Laws,
including, without limitation, by: 



        (i)    if
such Rules or By-Laws shall so require, engaging a "qualified independent underwriter" (as defined in such Rules) to participate in the preparation of the
Registration Statement, to exercise usual standards of due diligence with respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or
is made through a placement or sales agent, to recommend the yield of such Securities; 


        (ii)   indemnifying
any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 7 hereof; and 


        (iii)  providing
such information to such Broker-Dealer as may be required in order for such Broker-Dealer to comply with the requirements of such Rules. 




The
Partnership shall use its reasonable best efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a
Registration Statement. 


        6.     Registration Expenses. The Partnership shall bear all expenses incurred in connection with the performance of their
obligations under Sections 2, 3 and 5 hereof and, in the event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and disbursements of one firm or counsel
designated by the Majority Holders to act as counsel for the Holders in connection therewith. 



        7.     Indemnification and Contribution. (a) Each of the Partnership and the Operating Partnership, jointly and
severally, agrees to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement (including each Initial Purchaser and, with
respect to any Prospectus delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each such Holder and each Person who
controls any such Holder within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or
in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances in which they were made) not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that (i) the Partnership and the Operating Partnership will not be
liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information furnished to the Partnership by or on behalf of any such Holder specifically for inclusion therein and (ii) with respect
to any untrue statement or omission or alleged untrue statement 


12





 



or
omission made in any preliminary Prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder
or Exchanging Dealer from whom the Person asserting any such losses, claims, damages or liabilities purchased the securities concerned, to the extent that a prospectus relating to such securities was
required to be delivered by such Holder or Exchanging Dealer under the Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Exchanging Dealer results
from the fact that there was not sent or given to such Person, at or prior to the written confirmation of the sale of such securities to such Person, a copy of the final Prospectus if the Partnership
had previously furnished copies thereof to such Holder or Exchanging Dealer. This indemnity agreement will be in addition to any liability which the Partnership and the Operating Partnership may
otherwise have. 


        The
Partnership and the Operating Partnership also agree to indemnify or contribute as provided in Section 7(d) to Losses of any underwriter of Securities or New Securities, as
the case may be, registered under a Shelf Registration Statement, their directors, officers, employees or agents and each Person who controls such underwriter on substantially the same basis as that
of the indemnification of the Initial Purchasers and the selling Holders provided in this Section 7(a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting
such agreement, as provided in Section 5(p) hereof. 


        (b)   Each
Holder of securities covered by a Registration Statement (including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in
Section 5(h) hereof, each Exchanging Dealer) severally agrees to indemnify and hold harmless the Partnership and the Operating Partnership, each of the directors of the General Partner and of
Enbridge Management, each of the officers of the General Partner and of Enbridge Management who signs such Registration Statement and each Person who controls the Partnership or the Operating
Partnership within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Partnership and the Operating Partnership to each such Holder, but only
with reference to written information relating to such Holder furnished to the Partnership by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have. 


        (c)   Promptly
after receipt by an indemnified party under this Section 7 or notice of the commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying
party (i) will not relieve it from liability under subsection (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than
the indemnification obligation provided in subsection (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it 


13





 



and/or
other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize
the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or proceeding. 


        (d)   In
the event that the indemnity provided in subsection (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which such indemnified party
may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that
in no case shall any Initial Purchaser or any subsequent Holder of any Security or New Security be responsible, in the aggregate, for any amount in excess of the purchase discount or commission
applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable for such New Security, as set forth on the cover page of the Final Memorandum, nor shall
any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which
resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in
connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Partnership and the Operating Partnership
shall be deemed to be equal to the total net proceeds from the Initial Placement (before deducting expenses) as set forth on the cover page of the Final Memorandum. Benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth on the cover page of the Final Memorandum, and benefits received by any other Holders shall be
deemed to be equal to the value of receiving Securities or New Securities, as applicable, registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined
by reference to, among other things, whether any untrue or alleged untrue statement of material fact or omission or alleged omission to state a material fact relates to information provided by the
indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent
such statement or omission and any other equitable consideration appropriate under the circumstances. The parties agree that it would not be just and equitable if contribution were determined by pro
rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this subsection (d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each Person who controls a Holder within 


14





 



the
meaning of either the Act or the Exchange Act and each director, officer, employee and agent of such Holder shall have the same rights to contribution as such Holder, and each Person who controls
the Partnership or the Operating Partnership within the meaning of either the Act or the Exchange Act, each officer of the General Partner and of Enbridge Management who shall have signed the
Registration Statement and each director of the General Partner and of Enbridge Management shall have the same rights to contribution as the Partnership and the Operating Partnership, subject in each
case to the applicable terms and conditions of this subsection (d). 


        (e)   The
provisions of this Section 7 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Partnership and
the Operating Partnership or any of the officers, directors or controlling Persons referred to in this Section hereof, and will survive the sale by a Holder of securities covered by a Registration
Statement. 


        8.     Underwritten Registrations. (a) If any of the Securities or New Securities, as the case may be, covered by any
Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall be selected by the Majority Holders; provided, however, such Managing Underwriters shall be
reasonably acceptable to the Partnership. 


        (b)   No
Person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such Person (i) agrees to sell such Person's
Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements; and
(ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting
arrangements. 


        9.     No Inconsistent Agreements. Neither the Partnership nor the Operating Agreement have, as of the date hereof, entered into,
nor shall either of them, on or after the date hereof, enter into, any agreement with respect to their securities that is inconsistent with the rights granted to the Holders herein or otherwise
conflicts with the provisions hereof. 


        10.   Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Partnership has obtained the written consent of the Majority Holders
(or, after the consummation of any Registered Exchange Offer in accordance with Section 2 hereof, of New Securities); provided that, with respect
to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Partnership shall obtain the written consent of each such Initial Purchaser against which such
amendment, qualification, supplement, waiver or consent is to be effective. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to departure from the provisions hereof
with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than
registered under such Registration Statement. Notwithstanding the foregoing sentence, (i) this Agreement may be amended, without the consent of any Holder of Securities, by written agreement
signed by the Partnership, the Operating Partnership and the Initial Purchasers, to cure any ambiguity, correct or supplement any provision of this Agreement that may be inconsistent with any other
provision of the Agreement or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with other provisions of this Agreement,
(ii) this Agreement may be amended, modified or supplemented, and waives and consents to departures from the provisions hereof may be given, by written agreement signed by the Partnership, the
Operating Partnership and the Initial Purchasers to the extent that any such amendment, modification, supplement, waiver or consent is, in their reasonable judgment, necessary or appropriate to comply
with applicable laws and regulations 


15





 



(including
any interpretation of the Staff) or any changes therein and (iii) to the extent any provision of this Agreement relates to an Initial Purchaser, such provision may be amended,
modified or supplemented, and waivers or consents to departures from such provisions may be given, by written agreement signed by such Initial Purchaser, the Partnership and the Operating Partnership. 



        11.   Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by
hand-delivery, first-class mail, telecopier or air courier guaranteeing overnight delivery: 


        (a)   if
to a Holder, at the most current address given by such Holder to the Partnership in accordance with the provisions of this Section, which address initially is, with
respect to each Holder, the address of such Holder maintained by the Registrar under the Indenture, with a copy in like manner to Citigroup Global Markets Inc.; 



        (b)   if
to you, initially at the respective addresses set forth in the Purchase Agreement; and 


        (c)   if
to the Partnership or the Operating Partnership, initially at the respective address set forth in the Purchase Agreement. 


        All
such notices and communications shall be deemed to have been duly given when received. 


        The
Initial Purchasers or the Partnership and the Operating Partnership by notice to the other parties may designate additional or different addresses for subsequent notices or
communications. 


        12.   Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties, including, without the need for an express assignment or any consent by the Partnership and the Operating Partnership, subsequent Holders of Securities and the New Securities. The
Partnership and the Operating Partnership hereby agree to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the
provisions of this Agreement as if an original party hereto. 



        13.   Counterparts. This agreement may be in signed counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement. 


        14.   Headings. The headings used herein are for convenience only and shall not affect the construction hereof. 


        15.   Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed in the State of New York. 



        16.   Severability. In the event that any one of more of the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by
law. 


        17.   Securities Held by the Partnership and the Operating Partnership, etc. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Partnership and the Operating Partnership or
their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 


16





 

        If
the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a building agreement among the Partnership, the Operating Partnership and the several Initial Purchasers. 



	 	 	Very truly yours,
	

 	
 	

ENBRIDGE ENERGY PARTNERS, L.P.
	

 	
 	

By:	
 	

Enbridge Energy Management, L.L.C.,

as delegate of Enbridge Energy Company, Inc.

as General Partner
	

 	
 	

By:	
 	

/s/  DAN C. TUTCHER      

	 	 	Name:	 	Dan C. Tutcher
	 	 	Title:	 	President
	 	 	 	 	 
	

 	
 	

ENBRIDGE ENERGY, LIMITED PARTNERSHIP
	

 	
 	

By:	
 	

Enbridge Pipelines (Lakehead) L.L.C.

General Partner
	

 	
 	

By:	
 	

/s/  DAN C. TUTCHER      

	 	 	Name:	 	Dan C. Tutcher
	 	 	Title:	 	President




17





 

The
foregoing Agreement is hereby confirmed

and accepted as of the date first above written. 


CITIGROUP
GLOBAL MARKETS INC.

BANC OF AMERICA SECURITIES LLC

As Representatives of the Initial Purchasers 



	By:	 	CITIGROUP GLOBAL MARKETS INC.	 	 
	

By:	
 	

/s/  JEAN-PIERRE BUYZE      
	
 	

 
	 	 	Name: Jean-Pierre Buyze	 	 
	 	 	Title: Vice President	 	 




18






   SCHEDULE I

(Initial Purchasers)  


Citigroup
Global Markets Inc.

Banc of America Securities LLC

Deutsche Bank Securities Inc.

SunTrust Capital Markets, Inc.

ABN AMRO Incorporated

HSBC Securities (USA) Inc.

Wachovia Securities, Inc.

Tokyo-Mitsubishi International plc 


19






   ANNEX A  


        Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities
received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Partnership has agreed that,
starting on the Expiration Date (as defined herein) and ending on the close of business 210 days after the Expiration Date, it will make this Prospectus available to any Broker-Dealer for use
in connection with any such resale. See "Plan of Distribution." 


20






   ANNEX B  


        Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a
result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See "Plan of Distribution." 


21






   ANNEX C  


PLAN OF DISTRIBUTION  


        Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities
received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Partnership has agreed that, starting on the Expiration
Date and ending on the close of business 210 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with
any such resale. In addition, until                        , 200    , all dealers effecting transactions in
the New Securities may be required to deliver a prospectus. 



        The
Partnership will not receive any proceeds from any sale of New Securities by Brokers-Dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange
Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities
or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of
such New Securities may be deemed to be an "underwriter" within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such
Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the Act. 


        For
a period of 210 days after the Expiration Date, the Partnership will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to
any Broker-Dealer that requests such documents in the Letter of Transmittal. The Partnership has agreed to pay all reasonable
expenses incident to the Exchange Offer (including the reasonable expenses of one counsel for the holders of the Securities) other than commissions or concessions of any brokers or dealers and will
indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. 



        If
applicable, add information required by Regulation S-K Items 507 and/or 508. 


22






   ANNEX D  



Rider A  




CHECK
HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. 


Name:

Address: 





Rider B  


        If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any Person to participate in a distribution of the New Securities. If
the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchange for New Securities were acquired by
it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act. 


23









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ENBRIDGE ENERGY PARTNERS, L.P. $200,000,000 5.95% Notes due 2033 REGISTRATION RIGHTS AGREEMENT