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  Exhibit 4.2    
    


ENBRIDGE ENERGY PARTNERS, L.P.

as Issuer  


 and  


 U.S. BANK NATIONAL ASSOCIATION

as Trustee  


 $500,000,000  


 9.875% NOTES DUE 2019  


 NINTH  


 SUPPLEMENTAL  


 INDENTURE  










  

 Dated as of December 22, 2008  








 




































  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	
 	
1
	 	 	
Section 2.01.	
 	
Definitions	
 	
1
	
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	
 	
2
	 	 	
Section 4.01.	
 	
Optional Redemption	
 	
2
	 	 	
Section 4.02.	
 	
Mandatory Redemption	
 	
3
	 	 	
Section 4.03.	
 	
Holders' Option for Issuer Repurchase	
 	
3
	
ARTICLE V	
 	
COVENANT SUPPLEMENTS	
 	
4
	 	 	
Section 5.01.	
 	
Covenants of the Partnership	
 	
4
	
ARTICLE VI	
 	
ADDITIONAL EVENT OF DEFAULT	
 	
5
	 	 	
Section 6.01.	
 	
Events of Default	
 	
5
	
ARTICLE VII	
 	
MISCELLANEOUS	
 	
5
	 	 	
Section 7.01.	
 	
Integral Part	
 	
5
	 	 	
Section 7.02.	
 	
Adoption, Ratification and Confirmation	
 	
5
	 	 	
Section 7.03.	
 	
Counterparts	
 	
5
	 	 	
Section 7.04.	
 	
Governing Law	
 	
5
	 	 	
Section 7.05.	
 	
Trustee Makes No Representation	
 	
5





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        NINTH SUPPLEMENTAL INDENTURE dated as of December 22, 2008 (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 SunTrust 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 the 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 9.875% Notes due 2019 (the
"Notes"). 


        (b)   There
are to be authenticated and delivered $500,000,000 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. 


        "Repurchase Date" has the meaning assigned to it in Section 4.03(a) hereof. 


        "Repurchase Option" has the meaning assigned to it in Section 4.03(a) hereof. 


        "Repurchase Price" has the meaning assigned to it in Section 4.03(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 $500,000,000. 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, redemptions and repurchases pursuant to Section 4.03 of
this Supplemental Indenture. 


        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. 


 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 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 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. 


2







 

        Section 4.02.    Mandatory Redemption.    Except as set forth in Section 4.03 below, 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. 



        Section 4.03.    Holders' Option for Issuer Repurchase.    


        (a)   Each
Holder of the Notes may make an irrevocable election to require the Issuer to repurchase (the "Repurchase Option")
all or a portion of the Notes held by such Holder at a purchase price (the "Repurchase Price") equal to 100% of the principal amount of the Notes
tendered for such repurchase plus any accrued and unpaid interest thereon to, but excluding, March 1, 2012 (the "Repurchase Date"). Interest will
cease to accrue on the Repurchase Date for the Notes tendered. 


        (b)   On
or before 11:00 a.m., New York City time, on the Repurchase Date, the Issuer shall deposit with the Trustee (or a separate paying agent, if one has been
appointed) money sufficient to pay the Repurchase Price of the Notes tendered for repurchase. 


        (c)   With
respect to any Note being tendered for repurchase pursuant to the Repurchase Option, the Trustee (or paying agent, if applicable) must receive at its corporate
trust office, not more than 60 nor less than 45 calendar days prior to the Repurchase Date, the following: 



          (i)  with
respect to certificated Notes, the original Note and the form entitled "Option to Elect Repurchase" on the reverse of such Notes duly completed by the Holder, or 


         (ii)  with
respect to Notes in the form of a Global Security, written notice (which may be electronic or computer-generated) from the Depositary of the exercise of the
Repurchase Option on behalf of beneficial owners of Notes that have provided instructions, directly or indirectly through a participant in the book-entry system maintained by the
Depositary, (a) to exercise the Repurchase Option and (b) to transfer their beneficial interests in the Global Security or Global Securities representing the Notes on the Depositary's
records, to the Trustee (or paying agent, if applicable). Only the Depositary may exercise the Repurchase Option with respect to the Global Security or Global Securities representing the Notes. 




        (d)   The
Issuer shall comply with applicable laws with respect to the Repurchase Option, including, if applicable, Section 14(e) of the Exchange Act, and the rules and
regulations promulgated thereunder. 


        (e)   All
questions as to the validity, form, and eligibility (including time of receipt) of tendered Notes will be determined by the Issuer, in its sole discretion, which
determination will be final and binding. The Issuer reserves the right to reject any or all tenders not in proper form. The Issuer also reserves the right to waive any defect or irregularity in the
tender of any Notes. The Issuer's interpretation of the terms of the Repurchase Option will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders
of Notes must be cured within the time permitted for the Holder or Depositary, as the case may be, to submit a repurchase election. Although the Issuer intends to notify holders of defects or
irregularities with respect to tenders of Notes, neither the Issuer, the Trustee, nor any other person shall be under any duty to give notification of any defects or irregularities in tenders or incur
any liability for failure to give such notification. Tenders of Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Notes received by the
Trustee that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Trustee to the tendering Holders. 



        (f)    Upon
compliance with the foregoing procedures, the Issuer shall purchase the Notes offered for repurchase on the Repurchase Date at a price equal to their applicable
Repurchase Price; provided, however, that installments of interest whose interest payment date is on or prior to the Repurchase Date shall be payable to the Holders of such Notes, registered as such
on the relevant regular record dates according to the terms and the provisions of the Notes. Upon such purchase, the principal amount of the outstanding Notes shall be reduced by an amount equal to
the principal amount of 


3







 



Notes
so purchased. If any Note tendered for purchase in compliance with the foregoing procedures shall not be so purchased on the Repurchase Date, the principal thereof shall, until paid, bear
interest from the Repurchase Date until paid at the rate borne by such Note. 


        (g)   The
Issuer shall not later than 12:00 p.m. (New York time) on the third Business Day preceding the Repurchase Date, deliver to the Trustee (or the separate paying
agent) an Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes to be purchased pursuant to this Section 4.03. The Trustee (or the separate paying agent)
shall promptly mail or deliver to Holders of Notes payment in an amount equal to the Repurchase Price of the Notes purchased from each Holder, and the Issuer shall execute and the Trustee shall
promptly authenticate and mail or deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered or the Trustee shall endorse any Global Security
with any related reduction in aggregate principal amount resulting from payment of the Repurchase Price, as applicable. Any Notes not so accepted shall be promptly mailed or delivered by the Trustee
(or the separate paying agent) at the Issuer's expense to the Holder thereof. 


        (h)   The
Trustee (or the separate paying agent) shall return to the Issuer, upon its request, any cash that remains unclaimed for two years after the Repurchase Date,
together with interest or dividends, if any, thereon, held by it for the payment of the Repurchase Price; and the Holder of any Note whose Note(s) are to be repurchased pursuant to this
Section 4.03 shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee (or such paying agent) with respect to such cash, and any liability of the Issuer
that may arise based on the Issuer being deemed to be a trustee of such cash, shall thereupon cease provided, that the Issuer, in its capacity as Issuer of the Notes, will remain obligated to pay the
Repurchase Price for any Notes as to which the cash Repurchase Price remains unclaimed; provided, however, that the Trustee (or such paying agent), before being required to return any such amount to
the Issuer, shall at the expense of the Issuer cause to be published once in The New York Times and The Wall Street Journal (national edition) or send to each Holder entitled to such money notice that
such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such
money then remaining shall be repaid to the Issuer; provided, further however, that (x) to the extent that the aggregate amount of cash deposited by the Issuer pursuant to paragraph (b)
of this Section 4.03 exceeds the aggregate Repurchase Price of the Notes or portions thereof to be purchased, the Trustee shall hold such excess for the Issuer and (y) unless otherwise
directed by the Issuer in writing, promptly after the Business Day following the Repurchase Date, the Trustee shall return any such excess to the Issuer together with interest, if any, thereon. 


 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." 



4







 
 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: 



        "(h) 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 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] 


5







 


							
	 
	 	 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:
	 	 /s/ MARK A. MAKI







  Mark A. Maki
 Vice President—Finance
	 
	 	 TRUSTEE:

	 
	 	 U.S. BANK NATIONAL ASSOCIATION, as Trustee

	 
	 	 	 	 By:
	 	 /s/ FELICIA H. POWELL







  Name: Felicia H. Powell

Title: Assistant Vice President





6








 




































 
EXHIBIT A 


(Form of Face of Note)  





											
	No.	 	 	 	 	 	 	 	$	 	 
	 	 	





  	 	 	 	 	 	 	 	





  
	
ISIN US29250RAR75	
 	
CUSIP No. 29250R AR7







 ENBRIDGE ENERGY PARTNERS, L.P.  


 9.875% Notes due 2019  


        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 March 1, 2019. 


Interest
Payment Dates: March 1 and September 1, commencing September 1, 2009

Record Dates: February 15 and August 15






							
	 
	 	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	
 	

 	
 	

 	
 	

 
	 	 	





  	 	 	 	 











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


A-1







 
 (Form of Back of Note)  


 9.875% Notes due 2019  


        [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 9.875%
per annum from December 22, 2008 until maturity. The Issuer shall pay interest semi-annually on March 1 and September 1 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 September 1, 2009. 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. 


        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 February 15 and August 15 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, New York 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 


A-2







 



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 Ninth Supplemental Indenture dated as of December 22, 2008 (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 $500,000,000. 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 of the Indenture and Article XIV of the Original 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 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 50 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). The actual redemption price will be calculated and certified to the Trustee and the Partnership by the Independent Investment Banker. 


        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. 


A-3







 

        "Independent Investment Banker" means Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc. or J.P. Morgan
Securities Inc., 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., Greenwich Capital Markets, Inc. and J.P. Morgan
Securities Inc. plus one other dealer selected by the Trustee that is a primary U.S. government securities dealer in New York City and their respective successors; provided,
if any of Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc. or J.P. Morgan Securities Inc. 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 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.    Except as set forth in Section 4.03 of the Supplemental Indenture, 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 may be redeemed in part in multiples of $1,000. 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.    Holder's Option for Issuer Repurchase.    The Notes shall be subject to repurchase by the Partnership as
provided in Section 4.03 of the Supplemental Indenture. 


        9.    Denominations, Transfer, Exchange.    The Notes are in registered form without coupons in denominations of
$2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may 


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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. 


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


        11.    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 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. 


        12.    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 and 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-5







 



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. 


        13.    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. 


        14.    No Recourse Against Others.    The General Partner, Enbridge Energy Management, L.L.C., and their respective
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. 



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


        16.    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). 


        17.    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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 Option to Elect Purchase  


        If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.03 the Supplemental Indenture, check the
box below: 


o
I elect to have this Note purchased by the Issuer. 


        If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.03 of the Supplemental Indenture, state the amount you
elect to have purchased: 


$                                     


Date:                                     






Your
Signature:                                       
          

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


Tax
Identification
No.:                                        
         







Signature
Guarantee*:                                       
                    
 







	*
	Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


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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.)





A-8







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


        The original principal amount of this Global Note is $500,000,000. 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 U.S. Bank National Association, a national banking association, as successor trustee to 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 Ninth Supplemental Indenture (the "Ninth
Supplemental Indenture" and, together with the Original Indenture, the "Indenture") dated as of December 22, 2008,
between the Issuer and the Trustee, providing for the issuance of the Issuer's 9.875% Notes due 2019 (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 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. 


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        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 affect 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. 



							
	 
	 	 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:
	 
	 	 (SUBSIDIARY GUARANTOR)

	 
	 	 	 	 By:
	 	 
	 
	 	 	 	 	 	





  Name:

Title:
	 
	 	 U.S. BANK NATIONAL ASSOCIATION, as Trustee

	 
	 	 	 	 By:
	 	 
	 
	 	 	 	 	 	





  Name:

Title:





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Exhibit 4.2