Exhibit 4.1


REGISTRATION
RIGHTS AGREEMENT


by and between


ENBRIDGE ENERGY
PARTNERS, L.P.


and


CDP INFRASTRUCTURES FUND G.P.


 















 


Table of Contents


	
  

  	
   

  
	
  ARTICLE I

  
	
  DEFINITIONS

  
	
   

  
	
  Section 1.1

  	
   

  	
  Definitions

  	
   

  	
   

  
	
  Section 1.2

  	
   

  	
  Registrable Securities

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  REGISTRATION
  RIGHTS

  
	
   

  
	
  Section 2.1

  	
   

  	
  Shelf Registration

  	
   

  	
   

  
	
  Section 2.2

  	
   

  	
  Underwritten Offering

  	
   

  	
   

  
	
  Section 2.3

  	
   

  	
  Sale Procedures

  	
   

  	
   

  
	
  Section 2.4

  	
   

  	
  Cooperation by Holders

  	
   

  	
   

  
	
  Section 2.5

  	
   

  	
  Restrictions on Public Sale by Holders of
  Registrable Securities

  	
   

  	
   

  
	
  Section 2.6

  	
   

  	
  Expenses

  	
   

  	
   

  
	
  Section 2.7

  	
   

  	
  Indemnification

  	
   

  	
   

  
	
  Section 2.8

  	
   

  	
  Rule 144 Reporting

  	
   

  	
   

  
	
  Section 2.9

  	
   

  	
  Transfer or Assignment of Registration Rights

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  MISCELLANEOUS

  
	
   

  
	
  Section 3.1

  	
   

  	
  Communications

  	
   

  	
   

  
	
  Section 3.2

  	
   

  	
  Successor and Assigns

  	
   

  	
   

  
	
  Section 3.3

  	
   

  	
  Recapitalization, Exchanges, Etc. Affecting the
  Common Units

  	
   

  	
   

  
	
  Section 3.4

  	
   

  	
  Specific Performance

  	
   

  	
   

  
	
  Section 3.5

  	
   

  	
  Counterparts

  	
   

  	
   

  
	
  Section 3.6

  	
   

  	
  Headings

  	
   

  	
   

  
	
  Section 3.7

  	
   

  	
  Governing Law

  	
   

  	
   

  
	
  Section 3.8

  	
   

  	
  Severability of Provisions

  	
   

  	
   

  
	
  Section 3.9

  	
   

  	
  Entire Agreement

  	
   

  	
   

  
	
  Section 3.10

  	
   

  	
  Amendment

  	
   

  	
   

  
	
  Section 3.11

  	
   

  	
  No Presumption

  	
   

  	
   

  



 















 


REGISTRATION RIGHTS AGREEMENT


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered
into as of August 15, 2006 by and between ENBRIDGE ENERGY PARTNERS, L.P., a
Delaware limited partnership (“Enbridge Partners”), and CDP
INFRASTRUCTURES FUND G.P., a New York general partnership (the “Purchaser”).


WHEREAS, this
Agreement is made in connection with the Closing of the issuance and sale of
the Purchased Units pursuant to the Class C Unit Purchase Agreement, dated as
of the date hereof, by and between Enbridge Partners, Enbridge Energy Company,
Inc., a Delaware corporation (the “General Partner”), and the Purchaser
(the “Purchase Agreement”);


WHEREAS,
Enbridge Partners has agreed to provide the registration and other rights set
forth in this Agreement for the benefit of the Purchaser pursuant to the
Purchase Agreement; and


WHEREAS, it is
a condition to the obligations of the Purchaser and Enbridge Partners under the
Purchase Agreement that this Agreement be executed and delivered.


NOW THEREFORE,
in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by each party hereto, the parties hereby agree as follows:


ARTICLE I

DEFINITIONS


Section
1.1             Definitions.  The terms set forth below are used herein as
so defined:


“Affiliate”
means, with respect to a specified Person, any other Person, directly or
indirectly controlling, controlled by or under direct or indirect common
control with such specified Person.  For
purposes of this definition, “control” (including, with correlative meanings, “controlling,”
“controlled by,” and “under common control with”) means the power to direct or
cause the direction of the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise.


“Business
Day” means any day other than a Saturday, Sunday, or a legal holiday for
commercial banks in New York, New York.


“Class A
Common Unit” has the meaning specified therefor in the Partnership
Agreement.


“Class C
Unit” has the meaning specified therefor in the Partnership Agreement.


“Class C
Conversion Approval Date” has the meaning specified therefor in the
Partnership Agreement.


“Closing”
has the meaning specified therefor in the Purchase Agreement.


“Closing
Date” has the meaning specified therefor in the Purchase Agreement.



 1
 






 



 


“Commission”
means the United States Securities and Exchange Commission.


“Common Unit”
has the meaning specified therefor in the Partnership Agreement.


“Effectiveness
Period” has the meaning specified therefor in Section 2.1(a) of
this Agreement.


“Enbridge
Partners” has the meaning specified therefor in the introductory paragraph
of this Agreement.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations of the Commission promulgated thereunder.


“General
Partner” has the meaning specified therefor in the Recitals of this
Agreement.


“Holder”
means the record holder of any Registrable Securities.


“Losses”
has the meaning specified therefor in Section 2.7(a) of this
Agreement.


“Managing
Underwriter” means, with respect to any Underwritten Offering, the book
running lead manager of such Underwritten Offering.


“Partnership
Agreement” has the meaning specified therefor in the Purchase Agreement.


“Person”
means any individual, corporation, company, voluntary association, partnership,
joint venture, trust, limited liability company, unincorporated organization,
government or any agency, instrumentality or political subdivision thereof, or
any other form of entity.


“Prospectus”
means any preliminary or final prospectus and any supplement thereto that is
contained in the Shelf Registration Statement.


“Purchase
Agreement” has the meaning specified therefor in the Recitals of this
Agreement.


“Purchased
Units” has the meaning specified therefor in the Purchase Agreement.


“Purchaser”
has the meaning specified therefor in the introductory paragraph of this
Agreement.


“Registrable
Securities” means any Class C Units and any Class A Common Units issued
upon conversion of such Class C Units, in each case that are held by the
Purchaser or any transferee or assignee of the Purchaser pursuant to Section
2.9, all of which Class C Units and Class A Common Units are subject to the
rights provided herein until such rights terminate pursuant to the provisions
of this Agreement.


“Registration
Expenses” has the meaning specified therefor in Section 2.6(a)
of this Agreement.



 2
 






 



 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and
the rules and regulations of the Commission promulgated thereunder.


“Selling
Expenses” has the meaning specified therefor in Section 2.6(a)
of this Agreement.


“Selling
Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement.


“Shelf
Registration Statement” means a registration statement under the Securities
Act to permit the resale of the Registrable Securities from time to time as
permitted by Rule 415 of the Securities Act (or any similar provision then in
force under the Securities Act).


“Underwritten
Offering” means an offering (including an offering pursuant to a Shelf
Registration Statement) in which Common Units or Class C Units are sold to an underwriter
on a firm commitment basis for reoffering to the public or an offering that is
a “bought deal” with one or more investment banks.


Section
1.2             Registrable Securities.  Any Registrable Security will cease to be a
Registrable Security whenever (a)
a registration statement covering such Registrable Security has been declared
effective by the Commission and such Registrable Security has been sold or
disposed of pursuant to such effective registration statement; (b) such
Registrable Security has been disposed of pursuant to any section of Rule
144 promulgated under the Securities Act (or any similar rule then in force
under the Securities Act); (c) such Registrable Security is held by Enbridge
Partners or one of its subsidiaries; (d) such Registrable Security has been
sold in a private transaction in which the transferor’s rights under this
Agreement are not assigned to the transferee of such securities or (e) the
seventh anniversary of the Closing Date occurs.


ARTICLE II

REGISTRATION RIGHTS


Section
2.1             Shelf Registration.


(a)           Shelf Registration.  If, at any time following the earlier of (i)
the Class C Conversion Approval Date and (ii) the fifth anniversary of the
Closing Date, any Holder is unable to obtain a customary opinion of counsel
stating that its Registrable Securities are eligible for resale pursuant to
Rule 144(k) promulgated under the Securities Act (or any similar rule then in
force under the Securities Act) following such Holder’s use of commercially
reasonable efforts to obtain such an opinion, such Holder may provide written
notice to Enbridge Partners requesting that it prepare and file a Shelf
Registration Statement covering the Registrable Securities.  As soon as practicable following the receipt
of such notice by Enbridge Partners, but in any event within 30 days of such
receipt, Enbridge Partners shall use its commercially reasonable efforts to
prepare and file a Shelf Registration Statement covering the Registrable
Securities. Enbridge Partners shall use its commercially reasonable efforts to
cause the Shelf Registration Statement to become effective within 120 days of
such receipt.  A Shelf Registration
Statement filed pursuant to this Section 2.1(a) shall be on such
appropriate registration form of the Commission as shall be selected by
Enbridge Partners.  Enbridge Partners
will use its commercially reasonable efforts to cause the Shelf Registration
Statement 



 3
 






 



filed pursuant to this Section 2.1(a)
to be continuously effective under the Securities Act until the earlier of (i)
the date that all Registrable Securities covered by the Shelf Registration
Statement have been distributed in the manner set forth and as contemplated in
the Shelf Registration Statement, (ii) there are no longer any Registrable
Securities outstanding or (iii) the second anniversary of the date on
which the Shelf Registration Statement is first declared effective by the
Commision (the “Effectiveness Period”). 
The Shelf Registration Statement when declared effective (including the
documents incorporated therein by reference) will comply as to form in all
material respects with all applicable requirements of the Securities Act and
the Exchange Act, as applicable, 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.  Notwithstanding anything in this Agreement to
the contrary, the Purchaser’s rights (and any transferee’s rights pursuant to Section 2.9
hereof) and Enbridge Partners’ obligations under this Section 2.1(a)
shall terminate when such Registrable Securities become eligible for resale
under Rule 144(k) promulgated under the Securities Act (or any successor or
similar rule then in force under the Securities Act).


(b)           Delay Rights.  Notwithstanding anything in this Agreement to
the contrary, Enbridge Partners may, upon written notice to any Selling Holder
whose Registrable Securities are included in the Shelf Registration Statement,
suspend such Selling Holder’s use of any Prospectus (in which event the Selling
Holder shall discontinue sales of the Registrable Securities pursuant to the
Shelf Registration Statement) if (i) Enbridge Partners is pursuing an
acquisition, merger, reorganization, disposition or other similar transaction
and the General Partner (A) determines upon advice of counsel that failure to
disclose such transaction could result in a material misstatement or omission
with respect to the Shelf Registration Statement, and (B) determines in good
faith that Enbridge Partners’ ability to pursue or consummate such a
transaction would be materially and adversely affected by any required
disclosure of such transaction in the Shelf Registration Statement,
(ii) Enbridge Partners has experienced some other material non-public event,
the disclosure of which at such time, in the good faith judgment of the General
Partner, would materially and adversely affect Enbridge Partners or
(iii) Enbridge Partners has filed a registration statement (other than a
shelf registration statement with no intention of an imminent take-down) or a
prospectus supplement with respect to a shelf take-down with respect to an
Underwritten Offering; provided, however, in no event shall any
delay pursuant hereto exceed sixty (60) days in any one-hundred eighty (180)
day-period or ninety (90) days in any twelve month-period.  Upon disclosure of such information or
termination of any condition described above, Enbridge Partners shall provide
prompt notice to the Selling Holders whose Registrable Securities are included
in the Shelf Registration Statement, and shall promptly terminate any
suspension of sales it has put into effect and shall take such other actions
necessary to permit sales of Registrable Securities pursuant to the Shelf
Registration Statement.


Section
2.2             Underwritten Offering.


(a)           Shelf Registration.  In the event that a Selling Holder elects to
dispose of Registrable Securities under the Shelf Registration Statement
pursuant to an Underwritten Offering of at least twenty-five million dollars
($25,000,000) of Registrable Securities, Enbridge Partners shall, at the
request of such Selling Holder, take such other reasonable and customary
actions as are requested by the Managing Underwriter in order to expedite or
facilitate the disposition of the Registrable Securities; provided, however,
that the management of Enbridge 



 4
 






 



Partners and its Affiliates
shall not be required to participate in a roadshow or similar marketing effort.


(b)           General Procedures.  In connection with any Underwritten Offering
under this Section 2.2, the Managing Underwriter shall be selected by a
majority of the Selling Holders.  In
connection with an Underwritten Offering under this Section 2.2, each
Selling Holder and Enbridge Partners shall enter into an underwriting agreement
with the Managing Underwriter or underwriters that contains such
representations, covenants, indemnities and other rights and obligations as are
customary in underwriting agreements for firm commitment offerings of equity
securities.  No Selling Holder may participate
in such Underwritten Offering unless such Selling Holder agrees to sell its
Registrable Securities on the basis provided in such underwriting agreement and
completes and executes all questionnaires, powers of attorney, indemnities and
other documents reasonably required under the terms of such underwriting
agreement.  Each Selling Holder may, at
its option, require that any or all of the representations and warranties by,
and the other agreements on the part of, Enbridge Partners to and for the
benefit of such underwriters also be made to and for such Selling Holder’s
benefit and that any or all of the conditions precedent to the obligations of
such underwriters under such underwriting agreement also be conditions
precedent to its obligations. No Selling Holder shall be required to make any
representations or warranties to or agreements with Enbridge Partners or the
underwriters other than representations, warranties or agreements regarding
such Selling Holder and its ownership of the securities being registered on its
behalf and its intended method of distribution and any other representation
required by law.  If any Selling Holder
disapproves of the terms of an Underwritten Offering, such Selling Holder may
elect to withdraw therefrom by notice to Enbridge Partners and the Managing
Underwriter; provided, however, that such withdrawal must be made
prior to the pricing of such Underwritten Offering to be effective.


Section
2.3             Sale Procedures.  In connection with its obligations contained
in Sections 2.1 and 2.2, Enbridge Partners will, use its commercially
reasonable efforts to promptly:


(a)           prepare and file with the Commission
such amendments and supplements to the Shelf Registration Statement and the
Prospectus as may be necessary to keep the Shelf Registration Statement
effective for the Effectiveness Period and as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by the Shelf Registration Statement;


(b)           furnish to each Selling Holder (i) as
far in advance as reasonably practicable before filing the Shelf Registration
Statement or any supplement or amendment thereto, upon request, copies of
reasonably complete drafts of all such documents proposed to be filed
(including exhibits and documents incorporated by reference therein to the
extent then required by the Securities Act and the rules and regulations
promulgated thereunder), and provide each such Selling Holder the opportunity
to object to any information pertaining to such Selling Holder and its plan of
distribution that is contained therein and make the corrections reasonably
requested by such Selling Holder with respect to such information prior to
filing the Shelf Registration Statement and the Prospectus or any amendment or
supplement thereto, and (ii) such number of copies of the Shelf Registration
Statement and the Prospectus and any amendments or supplements thereto as such
Selling Holder may reasonably request in order to 



 5
 






 



facilitate the public sale or
other disposition of the Registrable Securities covered by such Shelf
Registration Statement;


(c)           if applicable, use its commercially
reasonable efforts to register or qualify the Registrable Securities covered by
the Shelf Registration Statement under the securities or blue sky laws of such
jurisdictions of the United States of America as the Selling Holders may
reasonably request, provided that Enbridge Partners will not be required to
qualify generally to transact business in any jurisdiction where it is not then
required to so qualify or to take any action which would subject it to general
service of process in any such jurisdiction where it is not then so subject;


(d)           notify each Selling Holder, at any
time when a Prospectus is required to be delivered under the Securities Act, of
(i) the filing of the Shelf Registration Statement or any Prospectus or any
amendment or supplement thereto, and, with respect to such Shelf Registration
Statement or any post-effective amendment thereto, when the same has become
effective; and (ii) any written comments from the Commission with respect to
any filing referred to in clause (i) and any written request by the Commission
for amendments or supplements to the Shelf Registration Statement or any
Prospectus;


(e)           notify each Selling Holder, at any
time when a Prospectus is required to be delivered under the Securities Act, of
(i) the happening of any event as a result of which the Prospectus includes an
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made; (ii)
the issuance or threat of issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration Statement, or the
initiation of any proceedings for that purpose; or (iii) the receipt by
Enbridge Partners of any notification with respect to the suspension of the
qualification of any Registrable Securities for sale under the applicable securities
or blue sky laws of any jurisdiction. 
Following the provision of such notice, Enbridge Partners agrees to use
commercially reasonable efforts to promptly amend or supplement the Prospectus
or take other appropriate action so that such Prospectus does not include an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances under which they were made and to take such other
action as is necessary to remove any stop order, suspension, threat thereof or
proceeding related thereto;


(f)            upon request and subject to
appropriate confidentiality obligations, furnish to each Selling Holder copies
of any and all transmittal letters or other correspondence with the Commission
or any other governmental agency or self-regulatory organization having
jurisdiction (including any domestic securities exchange) relating to any
offering of Registrable Securities;


(g)           in the case of an Underwritten
Offering, cause to be furnished upon request, (i) an opinion of counsel for
Enbridge Partners, dated the effective date of the applicable registration
statement or the date of any amendment or supplement thereto, preliminary or
prospectus supplement, and a letter of like kind dated the date of the closing
under the underwriting agreement, and (ii) a “cold comfort” letter, dated the
effective date of the applicable registration statement or the date of any
amendment or supplement thereto, preliminary or 



 6
 






 



prospectus supplement and a
letter of like kind dated the date of the closing under the underwriting
agreement, in each case, signed by the independent public accountants who have
certified Enbridge Partners’ financial statements included or incorporated by
reference into the Shelf Registration Statement, and each of the opinion and
the “cold comfort” letter shall be in customary form and covering substantially
the same matters with respect to the Shelf Registration Statement and the
Prospectus as are customarily covered in opinions of issuer’s counsel and in
accountants’ letters delivered to the underwriters in underwritten offerings of
securities;


(h)           otherwise use its commercially
reasonable efforts to comply with all applicable rules and regulations of the
Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least 12 months,
but not more than 18 months, beginning with the first full calendar month after
the effective date of such registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 promulgated thereunder;


(i)            make available to the appropriate
representatives of the Selling Holders such information and Enbridge Partners
personnel as is reasonable and customary to enable such parties to establish a
due diligence defense under the Securities Act; provided that Enbridge Partners
need not disclose any information to any such representative unless and until
such representative has entered into a confidentiality agreement with Enbridge
Partners;


(j)            cause all Registrable Securities
registered pursuant to this Agreement to be listed on each securities exchange
or nationally recognized quotation system on which similar securities issued by
Enbridge Partners are then listed;


(k)           use its commercially reasonable
efforts to cause the Registrable Securities to be registered with or approved
by such other governmental agencies or authorities as may be necessary by
virtue of the business and operations of Enbridge Partners to enable the
Selling Holders to consummate the disposition of such Registrable Securities;


(l)            provide a transfer agent and
registrar for all Registrable Securities covered by such registration statement
not later than the effective date of such registration statement; and


(m)          enter into customary agreements and
take such other actions as are reasonably requested by the Selling Holders, if
any, in order to expedite or facilitate the disposition of such Registrable
Securities.


Each Selling
Holder, upon receipt of notice from Enbridge Partners of the happening of any
event of the kind described in subsection (e) of this Section 2.3,
shall forthwith discontinue disposition of the Registrable Securities until
such Selling Holder’s receipt of the copies of the supplemented or amended
Prospectus contemplated by subsection (e) of this Section 2.3
or until it is advised in writing by Enbridge Partners that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings incorporated by reference in the Prospectus, and, if so
directed by Enbridge Partners, such Selling Holder will deliver, or will
request the Managing Underwriters or underwriters, if any, to deliver, to
Enbridge Partners (at Enbridge Partners’ expense) all copies in its possession
or control, other than permanent file 



 7
 






 



copies
then in such Selling Holder’s possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice.


Section
2.4             Cooperation by Holders.  Enbridge Partners shall have no obligation to
include in the Shelf Registration
Statement Registrable Securities of a Holder who has failed to timely furnish
such information which, in the opinion of counsel to Enbridge Partners, is
reasonably required in order for the Shelf Registration Statement or
Prospectus, as applicable, to comply with the Securities Act.


Section
2.5             Restrictions on Public
Sale by Holders of Registrable Securities. 
Each Holder who is included in the Shelf Registration
Statement agrees not to effect any public sale or distribution of the
Registrable Securities during the 30 calendar day period beginning on the date
of a prospectus supplement filed with the Commission with respect to the
pricing of an Underwritten Offering by Enbridge Partners, or other prospectus
(including any free writing prospectus) containing the terms of the pricing of
such Underwritten Offering; provided, however, that the duration
of the foregoing restrictions shall be no longer than the duration of the
shortest restriction generally imposed by the underwriters on the officers or
directors or any other unitholder of Enbridge Partners on whom a restriction is
imposed.


Section
2.6             Expenses.


(a)           Certain Definitions.  “Registration Expenses” means all
expenses incident to Enbridge Partners’ performance under or compliance with
this Agreement to effect the registration of Registrable Securities in a Shelf
Registration Statement pursuant to Section 2.1 or an Underwritten
Offering pursuant to Section 2.2 and the disposition of such securities,
including, without limitation, all registration, filing, securities exchange
listing fees, all registration, filing, qualification and other fees and
expenses of complying with securities or blue sky laws, transfer taxes and fees
of transfer agents and registrars, all word processing, duplicating and
printing expenses, the fees and disbursements of counsel and independent public
accountants for Enbridge Partners, including the expenses of any special audits
or “cold comfort” letters required by or incident to such performance and
compliance; provided, however, the “Registration Expenses” shall
not include any (i) fees and expenses of legal counsel that are incurred by any
Holder in connection with the exercise of such Holder’s rights hereunder,
except to the extent provided in Section 2.7, or (ii) any “Selling
Expenses,” which include all underwriting discounts, commissions and fees
and any transfer taxes applicable to the sale of the Registrable Securities.


(b)           Expenses.  Enbridge Partners shall pay all of the
Registration Expenses in connection with any sales of Registrable Securities
hereunder.  Each Selling Holder shall pay
all of its respective Selling Expenses in connection with any sale of its
Registrable Securities hereunder.


Section
2.7             Indemnification.


(a)           By Enbridge Partners.  In the event of a registration of any
Registrable Securities under the Securities Act pursuant to this Agreement,
Enbridge Partners will indemnify and hold harmless each Selling Holder
thereunder, its directors, officers and managers, and each 



 8
 






 



underwriter, pursuant to the
applicable underwriting agreement with such underwriter, of Registrable
Securities thereunder and each Person, if any, who controls such Selling Holder
or underwriter within the meaning of the Securities Act and the Exchange Act,
against any losses, claims, damages, expenses or liabilities (including
reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint
or several, to which such Selling Holder or underwriter or controlling Person
may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Losses (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Shelf Registration Statement contemplated by this Agreement, any Prospectus, or
any free writing prospectus related thereto, or any amendment or supplement
thereof, 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 a Prospectus, in light of the
circumstances under which they were made) not misleading, and will reimburse
each such Selling Holder, its directors and officers, each such underwriter and
each such controlling Person for any fees and expenses of legal counsel that
are reasonably incurred by them in connection with investigating or defending
any such Loss or actions or proceedings; provided, however, that
Enbridge Partners will not be liable in any such case if and to the extent that
any such Loss arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in strict conformity
with information furnished by such Selling Holder, underwriter or controlling
Person in writing specifically for use in the Shelf Registration Statement and
Prospectus, as applicable. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Selling Holder or
any such director, officer or controlling Person, and shall survive the
transfer of such securities by such Selling Holder.


(b)           By Each Selling Holder.  Each Selling Holder agrees severally and not
jointly to indemnify and hold harmless Enbridge Partners, its directors and
officers, and each Person, if any, who controls Enbridge Partners within the
meaning of the Securities Act or the Exchange Act to the same extent as the
foregoing indemnity from Enbridge Partners to the Selling Holders, but only
with respect to information regarding such Selling Holder furnished in writing
by or on behalf of such Selling Holder expressly for inclusion in the Shelf
Registration Statement or any Prospectus, or any amendment or supplement
thereto; provided, however, that the liability of each Selling
Holder shall not be greater in amount than the dollar amount of the proceeds
(net of any Selling Expenses) received by such Selling Holder from the sale of
the Registrable Securities giving rise to such indemnification.


(c)           Notice.  Promptly after receipt by an indemnified
party hereunder of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party other than under this Section 2.7.  In any action brought against any indemnified
party, it shall notify the indemnifying party of the commencement thereof.  The indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the
defense thereof with counsel reasonably satisfactory to such indemnified party
and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party
shall not be liable to such indemnified party under this Section 2.7
for any 



 9
 






 



legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof; provided,
however, that, (i) if the indemnifying party has failed to assume the
defense and employ counsel or (ii) if the defendants in any such action include
both the indemnified party and the indemnifying party and counsel to the
indemnified party shall have concluded that there may be reasonable defenses
available to the indemnified party that are different from or additional to
those available to the indemnifying party, or if the interests of the
indemnified party reasonably may be deemed to conflict with the interests of
the indemnifying party, then the indemnified party shall have the right to
select a separate counsel and to assume such legal defense and otherwise to
participate in the defense of such action, with the reasonable expenses and
fees of such separate counsel and other reasonable expenses related to such
participation to be reimbursed by the indemnifying party as incurred.  Notwithstanding any other provision of this
Agreement, the indemnifying party shall not settle any indemnified claim
without the consent of the indemnified party, unless the settlement thereof
imposes no liability or obligation on, includes a complete release from
liability of, and does not contain any admission of wrong doing by, the
indemnified party.


(d)           Contribution.  If the indemnification provided for in this Section 2.7
is held by a court or government agency of competent jurisdiction to be
unavailable to any indemnified party or is insufficient to hold them harmless
in respect of any Losses, then each indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses in such proportion as is
appropriate to reflect the relative fault of each indemnifying party on the one
hand and each indemnified party on the other in connection with the statements
or omissions which resulted in such Losses, as well as any other relevant
equitable considerations; provided, however, that in no event
shall any Selling Holder be required to contribute an aggregate amount in
excess of the dollar amount of proceeds (net of Selling Expenses) received by
such Selling Holder from the sale of Registrable Securities giving rise to such
indemnification.  The relative fault of
each indemnifying party on the one hand and each indemnified party on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact has been made by, or relates to, information supplied
by such party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.  The parties hereto agree that
it would not be just and equitable if contributions pursuant to this paragraph
were to be determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred
to in the first sentence of this paragraph. 
The amount paid by an indemnified party as a result of the Losses
referred to in the first sentence of this paragraph shall be deemed to include
any legal and other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any Loss that is the subject of this
paragraph. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution
from any Person who is not guilty of such fraudulent misrepresentation.


(e)           Other Indemnification.  The provisions of this Section 2.7
shall be in addition to any other rights to indemnification or contribution
that an indemnified party may have pursuant to law, equity, contract or
otherwise.



 10
 






 



 


Section
2.8             Rule 144 Reporting.  With a view to making available the benefits
of certain rules and regulations of
the Commission that may permit the sale of the Registrable Securities to the
public without registration, Enbridge Partners agrees to use its commercially
reasonable efforts to:


(a)           so long as any Holder owns any
Registrable Securities, make and keep public information regarding Enbridge
Partners available, as those terms are understood and defined in Rule 144
promulgated under the Securities Act, at all times from and after the date
hereof;


(b)           so long as any Holder owns any
Registrable Securities, file with the Commission in a timely manner all reports
and other documents required of Enbridge Partners under the Securities Act and
the Exchange Act at all times from and after the date hereof; and


(c)           so long as a Holder owns any
Registrable Securities, furnish to such Holder forthwith upon request a copy of
the most recent annual or quarterly report of Enbridge Partners, and such other
reports and documents filed with the Commission as such Holder may reasonably
request in availing itself of any rule or regulation of the Commission allowing
such Holder to sell any such Registrable Securities without registration.


Section
2.9             Transfer or Assignment
of Registration Rights.  The rights
granted to the Purchaser by Enbridge Partners under this
Agreement may be transferred or assigned by the Purchaser to one or more
Persons to whom Registrable Securities may be transferred or assigned by the
Purchaser in accordance with the Purchase Agreement and Partnership Agreement.  Enbridge Partners shall be given written
notice prior to any said transfer or assignment, stating the name and address
of each such transferee or assignee and identifying the Registrable Securities
with respect to which such rights are being transferred or assigned, and each
such transferee shall assume in writing responsibility for its obligations of
the Purchaser under this Agreement; provided, however, that the
failure to provide notice or the failure of a transferee to expressly assume
responsibility for obligations under this Agreement in a timely fashion shall
not affect the validity of the transfer of the rights and obligations
hereunder, except to the extent that such delay has adversely affected the
rights and obligations of Enbridge Partners hereunder.


ARTICLE III

MISCELLANEOUS


Section
3.1             Communications.  All notices and other communications provided
for or permitted hereunder shall be
made in writing by overnight mail, facsimile, courier service or hand delivery:


(a)                                  If to the Purchaser:


CDP
Infrastructures Fund G.P.

c/o Caisse de dépôt et placement du Québec

Centre CDP Capital

1000 place Jean-Paul-Riopelle

Montreal, Québec H2Z 2B3



 11
 






 



 


with a copy
(which shall not constitute notice) to:


Torys LLP

237 Park Avenue

New York, New York 10017.3142

Attention:  Joseph J. Romagnoli

Facsimile:  (212) 682-0200


(b)                                 If to Enbridge Partners:


Enbridge Energy Company, Inc.


1100 Louisiana, Suite 3300


Houston, Texas 77002


Attention:  E. Chris
Kaitson


Facsimile:  (713)
821-2229


with a copy
(which shall not constitute notice) to:


Vinson
& Elkins L.L.P.


First
City Tower


1001
Fannin, Suite 2300


Houston,
Texas  77002


Attention:  William N. Finnegan IV


Facsimile:  (713) 615-5058


or, if to a transferee or
assignee of the Purchaser, to such Person at the address provided pursuant to Section 2.9
above.  All such notices and
communications shall be deemed to have been received at the time delivered by
hand, if personally delivered; when receipt acknowledged, if sent via
facsimile; and when actually received, if sent by any other means.


Section
3.2             Successor and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors
and permitted assigns of each of the parties hereto.


Section
3.3             Recapitalization,
Exchanges, Etc. Affecting the Common Units. 
The provisions of this Agreement shall apply to the full
extent set forth herein with respect to any and all securities of Enbridge
Partners or any successor or assign of Enbridge Partners (whether by merger,
consolidation, sale of assets or otherwise) that may be issued in respect of,
in exchange for or in substitution of, the Registrable Securities, and shall be
appropriately adjusted for combinations, recapitalizations and the like
occurring after the date of this Agreement.


Section
3.4             Specific Performance.  Damages in the event of breach of this
Agreement by a party hereto may be
difficult, if not impossible, to ascertain, and it is therefore agreed that
each such party, in addition to and without limiting any other remedy or right
it may have, will have the right to an injunction or other equitable relief in
any court of competent jurisdiction, enjoining any such breach, and enforcing
specifically the terms and provisions hereof, and each of the parties hereto
hereby waives any and all defenses it may have on the ground of lack of
jurisdiction or competence of the court to grant such an injunction or other
equitable relief.  The 



 12
 






 



existence
of this right will not preclude any party hereto from pursuing any other rights
and remedies at law or in equity that such party may have.


Section
3.5             Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties
hereto in separate counterparts, each of which counterparts, when so executed
and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same instrument.


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


Section
3.7             Governing Law.  The laws of the State of Delaware shall
govern this Agreement without regard to principles
of conflict of laws.


Section
3.8             Severability of
Provisions.  Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting or impairing the validity or enforceability of such provision in any
other jurisdiction.


Section
3.9             Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein.  There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by Enbridge Partners set
forth herein.  This Agreement supersedes
all prior agreements and understandings between the parties with respect to
such subject matter.


Section
3.10           Amendment.  This Agreement may be amended only by means
of a written amendment signed by Enbridge
Partners and the Holders of a majority of the then outstanding Registrable
Securities.


Section
3.11           No Presumption.  In the event any claim is made by a party
relating to any conflict, omission, or ambiguity in this Agreement, no
presumption or burden of proof or persuasion shall be implied by virtue of the
fact that this Agreement was prepared by or at the request of a particular
party or its counsel.


 


[SIGNATURE PAGE FOLLOWS]



 13














 


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


	
  

  	
  ENBRIDGE ENERGY PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Enbridge Energy Management, L.L.C.,

  
	
   

  	
   

  	
  as delegate of Enbridge Energy Company, Inc.,

  
	
   

  	
   

  	
  as General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ MARK A. MAKI

  
	
   

  	
  Name:

  	
  Mark A. Maki

  
	
   

  	
  Title: 

  	
  Vice President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CDP INFRASTRUCTURES FUND G.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ CYRILLE VITTECOQ

  
	
   

  	
  Name: 

  	
  Cyrille Vittecoq

  
	
   

  	
  Title: 

  	
  Vice-President, Investments

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ GHISLAIN GAUTHIER

  
	
   

  	
  Name: 

  	
  Ghislain Gauthier

  
	
   

  	
  Title: 

  	
  Senior Vice-President

  



 


[Signature Page to Registration Rights
Agreement]