Exhibit 4.2


 


 


 


 


 


 


 


 


 


ENBRIDGE
ENERGY PARTNERS, L.P.

as Issuer


and


U.S.
BANK NATIONAL ASSOCIATION

as Trustee




$300,000,000


5.875%
NOTES DUE 2016


SIXTH


SUPPLEMENTAL


INDENTURE






 


Dated
as of December 21, 2006


 


 


 









 



 


TABLE OF CONTENTS


 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I

  	
  ESTABLISHMENT OF NEW SERIES

  	
   

  	
  1

  
	
  Section
  1.01.

  	
   

  	
  Establishment of New
  Series

  	
   

  	
  1

  
	
  ARTICLE II

  	
  DEFINITIONS AND
  INCORPORATION BY REFERENCE

  	
   

  	
  2

  
	
  Section
  2.01.

  	
   

  	
  Definitions

  	
   

  	
  2

  
	
  ARTICLE III

  	
   

  	
  THE NOTES

  	
   

  	
  2

  
	
  Section
  3.01.

  	
   

  	
  Form

  	
   

  	
  2

  
	
  Section
  3.02.

  	
   

  	
  Issuance of Additional
  Notes

  	
   

  	
  2

  
	
  Section
  3.03.

  	
   

  	
  Transfer of Securities

  	
   

  	
  2

  
	
  ARTICLE IV

  	
  REDEMPTION

  	
   

  	
  3

  
	
  Section
  4.01.

  	
   

  	
  Optional Redemption

  	
   

  	
  3

  
	
  Section
  4.02.

  	
   

  	
  Mandatory Redemption

  	
   

  	
  3

  
	
  ARTICLE V

  	
  COVENANT SUPPLEMENTS

  	
   

  	
  3

  
	
  Section
  5.01.

  	
   

  	
  Covenants of the
  Partnership

  	
   

  	
  3

  
	
  ARTICLE VI

  	
  ADDITIONAL EVENT OF
  DEFAULTS

  	
   

  	
  3

  
	
  Section
  6.01.

  	
   

  	
  Events of Default

  	
   

  	
  3

  
	
  ARTICLE VII

  	
  MISCELLANEOUS

  	
   

  	
  4

  
	
  Section
  7.01.

  	
   

  	
  Integral Part

  	
   

  	
  4

  
	
  Section
  7.02.

  	
   

  	
  Adoption, Ratification
  and Confirmation

  	
   

  	
  4

  
	
  Section
  7.03.

  	
   

  	
  Counterparts

  	
   

  	
  4

  
	
  Section
  7.04.

  	
   

  	
  Governing Law

  	
   

  	
  4

  
	
  Section
  7.05.

  	
   

  	
  Trustee Makes No
  Representation

  	
   

  	
  4

  



 



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SIXTH SUPPLEMENTAL INDENTURE dated as of December 21,
2006 (this ”Supplemental Indenture”) between Enbridge Energy Partners,
L.P., a Delaware limited partnership (the “Partnership” or the “Issuer”), and
U.S. Bank National Association, a national banking association, as successor
trustee to Sun Trust Bank (the “Trustee”),


W I T N E S S E T H:


WHEREAS, the Issuer has
heretofore entered into an Indenture, dated as of May 27, 2003 (the “Original
Indenture”), with SunTrust Bank, as trustee;


WHEREAS, the Original Indenture,
as supplemented by this Supplemental Indenture, is herein called the “Indenture”;


WHEREAS, under the Original
Indenture, the form and terms of a new series of Debt Securities may at any
time be established by a supplemental Indenture executed by the Issuer and the
Trustee;


WHEREAS, the Issuer proposes to
create under the Indenture a new series of Debt Securities;


WHEREAS, additional Debt
Securities of other series hereafter established, except as may be limited in
the Original Indenture as at the time supplemented and modified, may be issued
from time to time pursuant to the Original Indenture as at the time
supplemented and modified; and


WHEREAS, all conditions
necessary to authorize the execution and delivery of this Supplemental
Indenture and to make it a valid and binding obligation of the Issuer have been
done or performed.


NOW, THEREFORE, in consideration
of the agreements and obligations set forth herein and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:


ARTICLE I

ESTABLISHMENT OF NEW SERIES


Section 1.01.          Establishment
of New Series.  (a) There is hereby
established a new series of Debt Securities to be issued under the Indenture,
to be designated as the Issuer’s 5.875% Notes due 2016 (the “Notes”).


(b)           There
are to be authenticated and delivered $300,000,000 principal amount of Notes on
the Issue Date, and from time to time thereafter there may be authenticated and
delivered an unlimited principal amount of Additional Notes.


(c)           The
Notes shall be issued initially in the form of one or more Global Securities in
substantially the form set out in Exhibit A hereto.  The Depositary with respect to the Notes
shall be The Depository Trust Company.









 



 


(d)           Initially,
there shall be no Subsidiary Guarantors. 
Each Note shall be dated the date of authentication thereof and shall
bear interest as provided in paragraph 1 of the form of Note in Exhibit A
hereto.


(e)           If
and to the extent that the provisions of the Original Indenture are duplicative
of, or in contradiction with, the provisions of this Supplemental Indenture,
the provisions of this Supplemental Indenture shall govern.


ARTICLE
II

DEFINITIONS AND INCORPORATION BY REFERENCE


Section 2.01.          Definitions.  All capitalized terms used herein and not
otherwise defined below shall have the meanings ascribed thereto in the
Original Indenture.  The following are
additional definitions used in this Supplemental Indenture:


“Additional Notes” has the meaning assigned to it in
Section 3.02 hereof.


“Notes” has the meaning assigned to it in Section
1.01(a) hereof.


ARTICLE III

THE NOTES


Section 3.01.          Form.  The Notes shall be issued initially in the
form of one or more Global Securities, and the Notes and Trustee’s certificate
of authentication shall be substantially in the form of Exhibit A
hereto, the terms of which are incorporated in and made a part of this
Supplemental Indenture, and the Issuer and the Trustee, by their execution and
delivery of this Supplemental Indenture, expressly agree to such terms and
provisions and to be bound thereby.


Section 3.02.          Issuance
of Additional Notes.  The Issuer may,
from time to time, issue an unlimited amount of additional Notes (“Additional
Notes”) under the Indenture, which shall be issued in the same form as the
Notes issued on the Issue Date and which shall have identical terms as the
Notes issued on the Issue Date other than with respect to the issue date, issue
price and date of first payment of interest. 
The Notes issued on the Issue Date shall be limited in aggregate
principal amount to $300,000,000.  The
Notes issued on the Issue Date and any Additional Notes subsequently issued
shall be treated as a single series for purposes of giving of notices,
consents, waivers, amendments and taking any other action permitted under the
Indenture and for purposes of interest accrual and redemptions.


Section 3.03.          Transfer
of Securities.


(a)           When
Notes are presented to the Registrar with the request to register the transfer
of such Notes or exchange such Notes for an equal principal amount of Notes of
other authorized denominations, the Registrar shall register the transfer or
make the exchange in accordance with Article II of the Original Indenture.


(b)           Each
security certificate evidencing the Global Securities shall bear a legend
substantially in the form set forth in Section 2.15(a) of the Original
Indenture.



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ARTICLE
IV

REDEMPTION


Section 4.01.          Optional
Redemption.


(a)           At
its option, the Issuer may choose to redeem all or any portion of the Notes, at
once or from time to time.


(b)           To
redeem the Notes, the Issuer must pay a redemption price in an amount
determined in accordance with the provisions of paragraph number 5 of the form
of Note in Exhibit A hereto, plus accrued and unpaid interest, if
any, to the Redemption Date (subject to the right of Holders on the relevant
record date to receive interest due on the relevant interest payment date).


(c)           Any
redemption pursuant to this Section 4.01 shall otherwise be made pursuant
to the provisions of Sections 3.01 through 3.03 of the Original
Indenture.  The actual redemption price,
calculated as provided in paragraph number 5 of the form of Note in Exhibit
A hereto, shall be certified in writing to the Issuer and the Trustee by
the Independent Investment Banker (as defined in such paragraph 5) no later
than two Business Days prior to each Redemption Date.


Section 4.02.          Mandatory
Redemption.  The Issuer shall not be
required to make mandatory redemption or sinking fund payments with respect to
the Notes and shall have no obligation to repurchase any Notes at the option of
the Holders.


ARTICLE V

COVENANT SUPPLEMENTS


Section 5.01.          Covenants
of the Partnership.  Article IV of
the Original Indenture is hereby supplemented, but only in relation to the Notes,
by the addition of the following new Section at the end of Article IV:


“Section 4.14. 
Subsidiary Guarantees.  If any
Subsidiary of the Partnership that is not then a Subsidiary Guarantor becomes a
guarantor or co-obligor of any Funded Debt of the Partnership, in either case
after the Issue Date, then the Partnership shall cause such Subsidiary to
promptly execute and deliver a supplemental Indenture, substantially in the
form of Exhibit B hereto, providing for the Guarantee of the
payment of the Notes pursuant to Article XIV hereof.”


ARTICLE VI

ADDITIONAL EVENT OF DEFAULT


Section 6.01.          Events
of Default.  The following shall be
deemed an Event of Default only with respect to the Notes as provided in
Section 6.01(h) of the Original Indenture:


default by the Partnership or any of its Subsidiaries
in the payment at the Stated Maturity, after the expiration of any applicable
grace period, of principal of, premium, if any, or interest on any Debt then
outstanding having a principal amount in excess of the greater of $25 million
and 2% of total partners’ capital in the Partnership, or acceleration of any
Debt having a principal amount in excess 



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of the greater of such
amounts so that it becomes due and payable prior to its Stated Maturity and
such acceleration is not rescinded within 30 days after the date on which
written notice specifying such default shall have been given to the Partnership
by the Trustee or to the Partnership and the Trustee by the Holders of at least
25% in aggregate principal amount of the Notes at the time Outstanding.  The occurrence and continuance of a default
under the foregoing shall be deemed an Event of Default under Section 6.01(h)
of the Original Indenture with respect to the Notes.


ARTICLE
VII

MISCELLANEOUS


Section 7.01.          Integral
Part.  This Supplemental Indenture
constitutes an integral part of the Indenture.


Section 7.02.          Adoption,
Ratification and Confirmation.  The
Original Indenture, as supplemented and amended by this Supplemental Indenture,
is in all respects hereby adopted, ratified and confirmed.


Section 7.03.          Counterparts.  This Supplemental Indenture may be executed
in any number of counterparts, each of which when so executed shall be deemed
an original; and all such counterparts shall together constitute but one and the
same instrument.


Section 7.04.          Governing
Law.  THIS SUPPLEMENTAL INDENTURE AND THE
NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


Section 7.05.          Trustee
Makes No Representation.  The Trustee
makes no representation as to the validity or sufficiency of this Supplemental
Indenture.


[Signatures on
following page]



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SIGNATURES


 


	
  

  	
  ISSUER:

  
	
   

  	
   

  
	
   

  	
  ENBRIDGE ENERGY PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Enbridge Energy Management, L.L.C. 

  as delegate of Enbridge Energy Company, Inc.,

  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Mark A. Maki

  
	
   

  	
   

  	
   

  	
  Title: Vice President - Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 



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EXHIBIT A


(Form of Face of Note)




	
  No.

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
  ISIN

  	
   

  	
   

  	
   

  	
  CUSIP No.

  	
   

  
							






 


ENBRIDGE ENERGY
PARTNERS, L.P.


5.875% Notes due 2016


Enbridge
Energy Partners, L.P., a Delaware limited partnership, promises to pay to ________________________________,
or registered assigns, the principal sum of ________________ Dollars [or such
greater or lesser amount as may be endorsed on the Schedule attached hereto](1)
on December 15, 2016.






(1) To be included only
if the Note is issued in global form.


Interest Payment Dates: December 15 and June 15, commencing June 15,
2007


Record Dates: December 1
and June 1


 


	
  

  	
   

  	
  ENBRIDGE ENERGY PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Enbridge Energy Management, L.L.C.

  
	
   

  	
   

  	
   

  	
  as delegate of Enbridge Energy Company, Inc.,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
     Name:

  
	
   

  	
   

  	
   

  	
   

  	
     Title:

  



 


TRUSTEE’S CERTIFICATE

OF AUTHENTICATION


This is one of the Debt Securities of the series
designated therein referred to in the within-mentioned Indenture.


	
  

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  



Dated __________________



 A-1
 






 



 


(Form
of Back of Note)



5.875%
Notes due 2016


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK, NEW YORK, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO HEREIN.](2)






(2) To be included only if note is issued in global
form.


Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


1.             Interest.  Enbridge Energy Partners, L.P., a Delaware
limited partnership (the “Partnership” or the “Issuer”), promises to pay
interest on the principal amount of this Note at 5.875% per annum from December
21, 2006 until maturity.  The Issuer
shall pay interest semi-annually on December 15 and June 15 of each such year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an “Interest Payment Date”). 
Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest
shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be June 15, 2007.  The Issuer shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the same rate;
and it shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard
to any applicable grace periods) from time to time on demand at the same rate to
the extent lawful.  Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.



 A-2
 






 



 


2.             Method
of Payment.  The Issuer shall pay
interest on the Notes (except Defaulted Interest) to the Persons who are
registered Holders of Notes at the close of business on the December 1 and June
1 immediately preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.17 of the Original Indenture with respect
to Defaulted Interest, and the Issuer shall pay principal (and premium, if any)
of the Notes upon surrender thereof to the Trustee or a paying agent on or
after the Stated Maturity thereof.  The
Notes shall be payable as to principal, premium, if any, and interest at the
office or agency of the Trustee maintained for such purpose (which initially is
c/o U.S. Bank National Association, 16th Floor, 100 Wall Street, New York, NY 10005),
or, at the option of the Issuer, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds shall
be required with respect to principal of, and interest and premium, if any, on,
(a) each Global Security and (b) all other Notes aggregating at least
$1,000,000 in principal amount the Holder of which shall have provided wire
transfer instructions to the Issuer or the paying agent on or prior to the
applicable record date.  Such payment
shall be in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.


3.             Paying
Agent and Registrar.  Initially, U.S.
Bank National Association, the successor Trustee under the Indenture, shall act
as paying agent and Registrar.  The
Issuer may change any paying agent or Registrar without notice to any
Holder.  The Partnership may act in any
such capacity.


4.             Indenture.  The Issuer issued the Notes under an
Indenture dated as of May 27, 2003 (the “Original Indenture”), as
supplemented by the Sixth Supplemental Indenture dated as of December 21, 2006
(the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”),
between the Issuer and the Trustee.  The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code §§ 77aaa-77bbbb).  The Notes are
subject to all such terms, and Holders are referred to the Indenture and such
Act for a statement of such terms.  To
the extent any provision of this Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be controlling.  The Notes are the obligation of the Issuer,
initially in aggregate principal amount of $300 million.  The Issuer may issue an unlimited aggregate
principal amount of Additional Notes under the Indenture.  Any such Additional Notes that are actually
issued shall be treated as issued and outstanding Notes (and as the same series
(with identical terms other than with respect to the issue date, issue price
and first payment of interest) as the initial Note for the purposes indicated
in Section 3.02 of the Supplemental Indenture). 
Initially, the Notes are not guaranteed, but in the future they may be
guaranteed by one or more Subsidiary Guarantors on the conditions and subject
to the terms provided in Section 4.14 and Article XIV of the
Indenture.


5.             Optional
Redemption.  (a) At its option, the Issuer
may choose to redeem all or any portion of the Notes, at once or from time to
time.


(b)           To redeem the Notes, the Issuer must
pay a redemption price equal to the greater of (i) 100% of the principal
amount of the Notes to be redeemed and (ii) the sum of the present values
of the remaining scheduled payments of 



 A-3
 






 



principal and
interest on the Notes to be redeemed (exclusive of interest accrued to the
Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus 25 basis points, plus, in either case, accrued and
unpaid interest, if any, to the Redemption Date (subject to the right of
Holders on the relevant record date to receive interest due on the relevant
Interest Payment Date).


For purposes of determining the redemption price, the
following definitions shall apply:


“Comparable Treasury Issue” means the United States
Treasury security or securities selected by the Independent Investment Banker
as having an actual or interpolated maturity comparable to the remaining term
of the Notes to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of a comparable maturity to the remaining term of the
Notes to be redeemed.


“Comparable Treasury Price” means, for any Redemption
Date, (1) the average of four Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (2) if the Independent Investment Banker
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.


“Independent Investment Banker” means either Deutsche
Bank Securities Inc. or Wachovia Capital Markets, LLC, as specified by the
Partnership, and any successor firm, or if such firm is unwilling or unable to
select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee after consultation
with the Partnership.


“Reference Treasury Dealer” means each of Deutsche
Bank Securities Inc. and Wachovia Capital Markets, LLC, plus two other dealers
selected by the Trustee that are primary U.S. government securities dealers in
New York City and their respective successors; provided, if any of Deutsche
Bank Securities Inc. or Wachovia Capital Markets, LLC or any primary U.S.
government securities dealer selected by the Trustee shall cease to be a primary
U.S. government securities dealer, then such other primary U.S. government
securities dealers as may be substituted by the Trustee.


“Reference Treasury Dealer Quotations” means, for each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York
City time, on the third Business Day preceding such Redemption Date.


“Treasury Rate” means, with respect to any Redemption
Date, (1) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently published statistical
release designated “H.15(519)” or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which



 A-4
 






 



establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the remaining term
of the Notes to be redeemed, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined and
the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (2) if such release (or
any successor release) is not published during the week in which the
calculation date falls (or in the immediately preceding week if the calculation
date falls on any day prior to the usual publication date for such release) or
does not contain such yields, the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third Business Day preceding
the Redemption Date. Any weekly average yields calculated by interpolation or
extrapolation will be rounded to the nearest 1/100th of 1%, with any figure of 1/200th
of 1% or above being rounded upward.


6.             Mandatory Redemption. 
The Issuer shall not be required to make mandatory redemption or sinking
fund payments with respect to the Notes or to repurchase them at the option of
the Holders.


7.             Notice of Redemption. 
Notice of redemption shall be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder whose Notes are to be
redeemed at its registered address. 
Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed.  On and after the
Redemption Date interest shall cease to accrue on Notes or portions thereof
called for redemption and with respect to which the redemption price has been
paid.


8.             Denominations, Transfer, Exchange.  The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes may be registered and
Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents, and the Issuer may require a Holder to pay any taxes or other
governmental charges imposed in relation thereto.


9.             Persons Deemed Owners. 
The registered Holder of a Note shall be treated as its owner for all
purposes.


10.           Amendment, Supplement and Waiver.  Subject to certain exceptions, the Indenture
may be amended or supplemented with the consent of the Holders of not less than
a majority in aggregate principal amount of the then Outstanding Notes, and any
existing default or compliance with any provision of the Indenture relating to
the Notes may be waived with the consent of the Holders of not less than a
majority in aggregate principal amount of the then Outstanding Notes.  Without the consent of any Holder of a Note,
the Indenture may be amended or supplemented for any of the purposes set forth
in Section 9.01 of the Indenture, including to cure any ambiguity, defect or
inconsistency, to provide for the assumption of the Issuer’s obligations to
Holders of the Notes in case of a merger or consolidation of the Issuer or sale
of all or substantially all of the Issuer’s assets, to add or release
Subsidiary Guarantors pursuant to



 A-5
 






 



 


the terms of the Indenture, to make any
change that does not adversely affect the rights under the Indenture of any
Holder of the Notes, to comply with the requirements of the SEC to permit the
qualification of the Indenture under the TIA, to evidence or provide for the
acceptance of appointment under the Indenture of a successor or separate
Trustee, to add to the covenants of the Issuer or any Subsidiary Guarantor, to
secure the Notes or the Guarantee or to establish the form or terms of any other
series of Debt Securities.


11.           Defaults and Remedies. 
Events of Default with respect to the Notes include:  (i) default for 30 days in the payment
when due of interest on, the Notes; (ii) default in payment when due of
principal of or premium, if any, on the Notes when due at Stated Maturity, upon
redemption or otherwise; (iii) failure by the Partnership or any
Subsidiary Guarantor for 60 days after notice to comply with any of its other
covenants or agreements in the Indenture relating to the Notes;
(iv) default by the Partnership or any of its Subsidiaries in the payment
at the Stated Maturity, after the expiration of any applicable grace period, of
principal of, premium, if any, or interest on any Debt then outstanding having
a principal amount in excess of the greater of $25 million or 2% of total
partners’ capital in the Partnership, or acceleration of any Debt having a
principal amount in excess of the greater of such amounts so that it becomes
due and payable prior to its Stated Maturity and such acceleration is not
rescinded within 30 days after notice; (v) except as permitted by the
Indenture, any Guarantee shall be held in any judicial proceeding to be null
and void or shall cease to be in full force and effect or any Subsidiary
Guarantor shall deny or disaffirm its obligations under the Indenture or its
Guarantee; and (vi) certain events of bankruptcy, insolvency or
reorganization with respect to the Issuer or, if and so long as the Notes are
guaranteed by a Subsidiary Guarantor, such Subsidiary Guarantor.  If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then Outstanding Notes may declare all the Notes to be due and
payable.  Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all Outstanding Notes shall become due and payable without further
action or notice.  Holders may not
enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of
not less than a majority in aggregate principal amount of the then Outstanding
Notes may direct the Trustee in its exercise of any trust or power.  If and so long as the Trustee in good faith
so determines, the Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal, premium, if any, or interest) if it
determines that withholding notice is in their interests.  The Holders of not less than a majority in
aggregate principal amount of the Notes then Outstanding by written notice to
the Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest on, the
principal of, or premium, if any, on, the Notes.  The Partnership is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Partnership is required within 30 days after the occurrence of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default and certain additional information.


12.           Trustee Dealings with Issuer.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Issuer or its Affiliates, and may otherwise deal with the Issuer or its
Affiliates, as if it were not the Trustee.



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13.           No Recourse Against Others.  The General Partner and its directors,
officers, employees, incorporators, members and stockholders, as such, shall
have no liability for any obligations of the Issuer or the Subsidiary Guarantors
under the Notes, the Indenture or the Guarantee or for any claim based on, in
respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note
waives and releases all such liability. 
The waiver and release are part of the consideration for issuance of the
Notes.


14.           Authentication. 
This Note shall not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.


15.           Abbreviations. 
Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).


16.           CUSIP and ISIN Numbers. 
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP and
corresponding ISIN numbers to be printed on the Notes, and the Trustee may use
CUSIP and corresponding ISIN numbers in notices of redemption as a convenience
to Holders.  No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


The Issuer shall furnish to any Holder upon written
request and without charge a copy of the Indenture. Requests may be made to:


Enbridge Energy Partners, L.P.

1100 Louisiana Street, Suite 3300

Houston, Texas 77002-5217

Attention: General Counsel



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Assignment Form


To assign this Note, fill in the
form below: (I) or (we) assign and transfer this Note to


	
  

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type
  assignee’s name, address and zip code)

  
	
  and irrevocably appoint 

  	
   

  
	
  agent to transfer this Note on the books of the
  Issuer. The agent may substitute another to act for him.

  
	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  
	
  Your Signature:

  
	
   

  	
   

  
	
  (Sign exactly as your name appears on the face of
  this Note.

  
	
   

  
	
   

  
	
  Signature Guarantee:

  	
   

  
	
   

  	
  (Signature must be guaranteed by a financial
  institution that is a member of the Securities Transfer Agent Medallion
  Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New
  York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other
  signature guarantee program as may be determined by the Registrar in addition
  to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the
  Securities Exchange Act of 1934, as amended.)

  
						



 



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SCHEDULE OF INCREASES OR
DECREASES IN THE GLOBAL NOTE(3)


 


The original principal amount of this Global Note is
$300,000,000. The following increases or decreases in this Global Note have
been made:


	
  Date of Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount of this

  Global Note

  	
   

  	
  Amount of increase in

  Principal Amount of this

  Global Note

  	
   

  	
  Principal Amount of this

  Global Note following 

  such

  decrease (or increase)

  	
   

  	
  Signature of authorized

  signatory of Trustee or

  Note Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(3)To be included only if
the Note is issued in global form.



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EXHIBIT B


FORM
OF SUPPLEMENTAL INDENTURE


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of
______________, ____ , among Enbridge Energy Partners, L.P., a Delaware
limited partnership (the “Partnership” or the “Issuer”), _________________________________
(the “Subsidiary Guarantor”), a direct or indirect subsidiary of the
Partnership, and SunTrust Bank, as trustee under the indenture referred to
below (the “Trustee”),


W I T N E S S E T H:


WHEREAS, the Issuer has
heretofore executed and delivered to the Trustee an indenture (the “Original
Indenture”), dated as of May 27, 2003, as supplemented by the Sixth
Supplemental Indenture (the “Sixth Supplemental Indenture” and, together with
the Original Indenture, the “Indenture”) dated as of December 21, 2006, between
the Issuer and the Trustee, providing for the issuance of the Issuer’s 5.875%
Notes due 2016 (the “Notes”);


WHEREAS, Section 4.14 of
the Indenture provides that under certain circumstances the Partnership is
required to cause the Subsidiary Guarantor to execute and deliver to the
Trustee a supplemental indenture pursuant to which the Subsidiary Guarantor
shall unconditionally guarantee all of the Issuer’s obligations under the Notes
pursuant to a Guarantee on the terms and conditions set forth herein; and


WHEREAS, pursuant to
Section 9.01 of the Original Indenture, the Issuer and the Trustee are
authorized to execute and deliver this Supplemental Indenture;


NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the Issuer, the Subsidiary Guarantor and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
holders of the Notes as follows:


1.             Definitions.  (a) Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.


(b)           For
all purposes of this Supplemental Indenture, except as otherwise herein
expressly provided or unless the context otherwise requires:  (i) the terms and expressions used
herein shall have the same meanings as corresponding terms and expressions used
in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and
other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.


2.             Agreement to Guarantee.  The Subsidiary Guarantor hereby agrees,
jointly and severally with any other Subsidiary Guarantors under the Indenture,
to guarantee the Issuer’s obligations under the Notes and all other amounts due
and payable under the Indenture on the terms and subject to the conditions set
forth in Article XIV of the Original Indenture and to be bound by all
other applicable provisions of the Indenture. 
To further evidence the Guarantee set forth in Section 14.01 of the
Original Indenture, the Subsidiary Guarantor is executing a notation



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relating to such Guarantee, substantially in the form attached to the
Original Indenture as Annex A. 
Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. 
This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every holder of Notes heretofore or hereafter authenticated and delivered
shall be bound hereby.


3.             GOVERNING
LAW.  THIS SUPPLEMENTAL INDENTURE SHALL
BE DEEMED TO BE A NEW YORK CONTRACT, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


4.             Trustee
Makes No Representation.  The Trustee
makes no representation as to the validity or sufficiency of this Supplemental
Indenture.


5.             Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.


6.             Effect
of Headings.  The Section headings herein
are for convenience only and shall not effect the construction thereof.


IN WITNESS WHEREOF, the parties
hereto have caused this Supplemental Indenture to be duly executed as of the
date first above written.


	
  

  	
   

  	
  By:

  	
   

  	
  Enbridge Energy Management, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  	
  as delegate of Enbridge Energy Company, Inc.,

  
	
   

  	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (SUBSIDIARY GUARANTOR)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 



 B-2