9.875% NOTES DUE 2019 NINTH SUPPLEMENTAL INDENTURE

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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

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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.

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        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

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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."

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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]

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EXHIBIT A

(Form of Face of Note)

ENBRIDGE ENERGY PARTNERS, L.P.

9.875% Notes due 2019