REGISTRATION RIGHTS AGREEMENT





                                     BETWEEN





                         NORTHERN BORDER PARTNERS, L.P.





                                       AND





                              SUNDANCE ASSETS, L.P.







                           DATED AS OF JUNE 28, 2004







<PAGE>







         REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") dated as of June 28,

2004 by and between Northern Border Partners, L.P., a limited partnership formed

under the laws of the State of Delaware (the "LIMITED PARTNERSHIP"), and

Sundance Assets, L.P., a limited partnership in liquidation formed under the

laws of the State of Delaware ("SUNDANCE").



         WHEREAS, Sundance is the owner of approximately 2,710,000 Common Units

of the Limited Partnership.



         WHEREAS, pursuant to the Settlement Agreement and Mutual Release dated

as of March 12, 2004 (the "SETTLEMENT AGREEMENT") among Enron Corp., the other

affiliates and direct and indirect subsidiaries of Enron Corp. party thereto,

Ponderosa Assets, L.P., Sundance, Rawhide Investors L.L.C., Citibank, N.A., in

its capacity as Ponderosa Portfolio Manager and Sundance Portfolio Manager,

Citicorp North America, Inc., CXC, LLC, all of the APA Purchasers referred to

therein, Wilmington Trust Company, as Ponderosa Collateral Agent, and the

Official Committee of Unsecured Creditors appointed in the Chapter 11 bankruptcy

proceeding known as "In re Enron Corp., et al., Case No. 01-16034 (AJG),"

jointly administered by the United States Bankruptcy Court for the Southern

District of New York, the partners of Sundance authorized Sundance to sell the

Common Units owned by it.



         NOW, THEREFORE, in consideration of the premises and the covenants

hereinafter contained and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, and intending to be legally

bound hereby, it is agreed as follows:



         SECTION 1. Definitions. As used in this Agreement, the following terms

shall have the following meanings:



         "AGREEMENT" has the meaning set forth in the preamble hereof.



         "AMENDMENT EFFECTIVENESS DEADLINE DATE" has the meaning set forth in

Section 2(d) hereof.



         "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and

Friday that is not a day on which banking institutions in The City of New York

are authorized or obligated by law or executive order to close.



         "COMMON UNITS" means any limited partnership units of the Limited

Partnership ranking equally as to distributions of cash from operations and in

liquidation with the Common Units held by Sundance on the date hereof.



         "COMMON UNIT EQUIVALENTS" means any securities of the Limited

Partnership or any of its subsidiaries which would entitle the holder thereof to

acquire at any time Common Units, including without limitation, any debt,

preferred stock or partnership interest, rights, options, warrants or other

instrument that is at any time convertible into or exchangeable for, or

otherwise entitles the holder thereof to receive, Common Units.



         "DEFERRAL NOTICE" has the meaning set forth in Section 3(h) hereof.



         "DEFERRAL PERIOD" has the meaning set forth in Section 3(h) hereof.





                                                                               2

<PAGE>





         "EFFECTIVENESS DEADLINE DATE" has the meaning set forth in Section 2(a)

hereof.



         "EFFECTIVENESS PERIOD" means the period commencing on the date hereof

and ending on the date that all Registrable Securities have ceased to be

Registrable Securities.



         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,

and the rules and regulations of the SEC promulgated thereunder.



         "FILING DEADLINE DATE" has the meaning set forth in Section 2(a)

hereof.



         "HOLDER" shall mean Sundance, and any transferee of Sundance to whom

Registrable Securities are permitted to be transferred in accordance with the

terms of this Agreement, and, in each case, who continues to be entitled to the

rights of a Holder hereunder.



         "INITIAL SHELF REGISTRATION STATEMENT" has the meaning set forth in

Section 2(a) hereof.





         "LIMITED PARTNERSHIP" has the meaning set forth in the preamble hereof.



         "MATERIAL EVENT" has the meaning set forth in Section 3(h) hereof.



         "PROSPECTUS" means 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 promulgated under the

Securities Act), as amended or supplemented by any amendment or prospectus

supplement, including post-effective amendments, and all materials incorporated

by reference or explicitly deemed to be incorporated by reference in such

Prospectus.



         "REGISTRABLE SECURITIES" means the Common Units initially held by

Sundance and any securities into or for which such Common Units have been

converted or exchanged, and any security issued with respect thereto upon any

dividend, split or similar event until, in the case of any such security, (A)

the earliest of (i) its effective registration under the Securities Act and

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