Exhibit 4.2

ENBRIDGE ENERGY PARTNERS, L.P.
as Issuer

and

U.S. BANK NATIONAL ASSOCIATION
as Trustee

$400,000,000

SERIES A AND SERIES B

6.50% NOTES DUE 2018

SEVENTH

SUPPLEMENTAL

INDENTURE

Dated as of April 3, 2008

TABLE OF CONTENTS

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SEVENTH SUPPLEMENTAL INDENTURE dated as of April 3, 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 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 6.50% Notes due 2018 (the “ Notes ”). As provided in Article II hereof, the Notes shall be issued as either Series A Notes or Series B Notes, and any Notes may have such additional designation.

(b)        There are to be authenticated and delivered $400,000,000 principal amount of Series A Notes on the Issue Date, and from time to time thereafter there may be authenticated and delivered an unlimited principal amount of Additional Notes. Further, from time to time after the Issue Date, Series B Notes may be authenticated and delivered in a principal amount equal to the principal amount of the Series A Notes exchanged therefor pursuant to an Exchange Offer.

(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 Interest ” means all additional interest owing on the Notes pursuant to a registration default under a Registration Rights Agreement.

“ Exchange Offer ” means the offer by the Issuer to the Holders of all outstanding Transfer Restricted Securities to exchange all such outstanding Transfer Restricted Securities held by such Holders for Series B Notes, in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

“ Freely Tradable ” means, at any time of determination, with respect to any Transfer Restricted Securities, that such Transfer Restricted Securities may be sold to the public pursuant to Rule 144 by a person that is not an “affiliate” (as defined in Rule 144) of the Issuer without regard to any of the conditions specified therein (other than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination).

“ Initial Purchasers ” means, collectively, Banc of America Securities LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., CIBC World Markets Corp., RBC Capital Markets Corporation, Scotia Capital (USA) Inc., TD Securities (USA) LLC, BMO Capital Markets Corp., Mitsubishi UFJ Securities International plc and National Bank of Canada Financial Inc.

“ Notes ” has the meaning assigned to it in Section 1.01(a)  hereof, and includes both the Series A Notes and the Series B Notes.

“ Registration Rights Agreement ” means (a) the Registration Rights Agreement among the Partnership and the Initial Purchasers dated the Issue Date relating to the Series A Notes issued on such date and (b) any similar agreement that the Issuer may enter into in relation to any

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other Series A Notes, in each case as such agreement may be amended or modified from time to time.

“ Rule 144 ” means Rule 144 promulgated under the Securities Act, as amended from time to time.

“ Series A Notes ” means the Issuer’s 6.50% Series A Notes due 2018 to be issued pursuant to this Supplemental Indenture.

“ Series B Notes ” means the Issuer’s 6.50% Series B Notes due 2018 to be issued pursuant to an Exchange Offer.

“ Transfer Restricted Securities ” means any Notes and Additional Notes outstanding prior to the Resale Restriction Termination Date with respect to such Notes and that must bear the legend required under Section 3.04 hereof.

Section 2.02.      Other Definitions

ARTICLE III
THE NOTES

Section 3.01.     Form .  The Notes shall be issued initially in the form of one or more Global Securities as Series A Notes, and the Series A 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. The Series A Notes constituting Transfer Restricted Securities will be resold initially only to (a) Qualified Institutional Buyers (as such term is defined in Section 144A of the Securities Act) (“ QIBs ”) in reliance on Rule 144A of the Securities Act (“ Rule 144A ”) and (b) Persons other than U.S. Persons (as defined under Regulation S under the Securities Act (“ Regulation S ”)) (“ U.S. Persons ”) in reliance on Regulation S.  Thereafter, the Series A Notes may be transferred to, among others, QIBs and Persons other than U.S. Persons in reliance upon Regulation S.  Pursuant to the terms of the Registration Rights Agreement, upon consummation of the Exchange Offer contemplated thereby, the Series A Notes constituting Transfer Restricted Securities will be exchanged by the Holders for Series B Notes to be issued by the Issuer in accordance with Section 3.03 hereof. 

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The Series B Notes shall be issued initially in the form of one or more Global Securities, and the Series B Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.

Section 3.02.     Issuance of Additional Notes .  The Issuer may, from time to time, issue an unlimited amount of additional Series A Notes (“ Additional Notes ”) under the Indenture, which shall be issued in the same form as the Series A Notes issued on the Issue Date and which shall have identical terms as the Series A Notes issued on the Issue Date other than with respect to the issue date, issue price and date of first payment of interest.  The Series A Notes issued on the Issue Date shall be limited in aggregate principal amount to $400,000,000.  The Series A Notes issued on the Issue Date and any Additional Notes subsequently issued, together with any Series B Notes issued in exchange therefor pursuant to an Exchange Offer, 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 Transfer Restricted 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. In addition, in the case of Series A Notes that are Transfer Restricted Securities, such request to register the transfer or make the exchange shall be accompanied by the following additional information and documents, as applicable, upon which the Registrar may conclusively rely:

(1)         if such Transfer Restricted Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect in substantially the form of Exhibit C hereto; or

(2)         if such Transfer Restricted Securities are being transferred (i) to a QIB in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration in accordance with Rule 144 (and based upon an opinion of counsel if the Issuer or the Trustee so requests) or (iii) pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder in substantially the form of Exhibit C hereto; or

(3)         if such Transfer Restricted Securities are being transferred to Persons other than U.S. Persons in reliance on Regulation S, a certification to that effect from such Holder in substantially the form of Exhibit D hereto; or

(4)         if such Transfer Restricted Securities are being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuer or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto.

(b)           Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 or an effective registration statement under the Securities Act:

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(1)           in the case of any Transfer Restricted Security that is in the form of a definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note that does not bear the legend set forth in Section 3.04(a)  below and rescind any restriction on the transfer of such Transfer Restricted Security; and

(2)           in the case of any Transfer Restricted Security represented by a Global Security, such Transfer Restricted Security shall not be required to bear the legend set forth in Section 3.04(a)  below if all other interests in such Global Security have been or are concurrently being sold or transferred pursuant to Rule 144 or pursuant to an effective registration statement under the Securities Act.

Notwithstanding the foregoing, upon consummation of an Exchange Offer, the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.05 of the Original Indenture, the Trustee shall authenticate Series B Notes in exchange for Series A Notes accepted for exchange in the Exchange Offer, which Series B Notes shall not bear the legend set forth in Section 3.04(a)  below, and the Registrar shall rescind any restriction on the transfer of such Notes, in each case unless the Holder of such Series A Notes is either (A) a Person participating in the distribution of the Series A Notes or (B) a Person who is an affiliate (as defined in Rule 144) of the Issuer.  The Issuer shall identify to the Trustee such Holders of the Notes in a written certification signed by an officer of the Issuer and, absent certification from the Issuer to such effect, the Trustee shall assume that there are no such Holders.  In addition, at such time as beneficial interests in Transfer Restricted Securities are Freely Tradable (based upon an opinion of counsel if the Issuer or the Trustee so requests), the Issuer shall issue and, upon receipt of an authentication order in accordance with Section 2.02 of the Original Indenture, the Trustee shall authenticate and deliver one or more Global Securities that do not bear the legend set forth in Section 3.04(a)  below in exchange for each outstanding Global Security that is a Transfer Restricted Security in the appropriate principal amount.  Simultaneously with the authentication of such Global Security, the Trustee shall cancel the corresponding Global Securities that bore the legend set forth in Section 3.04(a)  below.

(c)           Upon any sale or transfer of a Transfer Restricted Security in definitive form initially resold to Persons other than U.S. Persons in reliance upon Regulation S pursuant to (i) Regulation S following 40 consecutive days beginning on and including the later of the day on which such Transfer Restricted Security was offered to Persons other than “distributors” (as such term is defined in Regulation S) and the date of the closing of the original offering, or (ii) an effective registration statement under the Securities Act, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a definitive Note that does not bear the legend referred to in Section 3.04(b)  below and rescind any restriction on the transfer of such Transfer Restricted Security.

Section 3.04.     Restrictive Legends .

(a)          Except as provided in Section 3.03 hereof, prior to the Resale Restriction Termination Date, each security certificate evidencing the Notes shall bear a legend in substantially the following form:

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE ‘‘RESALE RESTRICTION TERMINATION DATE’’) EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT (AND THAT CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER), (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (‘‘RULE 144A’’), TO A PERSON IT REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

(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, including Additional 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:

“(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’

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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.     Additional Interest .  In relation to the Notes, all references to “interest” in the Original Indenture and in the Notes shall be deemed to include Additional Interest, if any, unless the context otherwise requires.

Section 7.03.     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 7.04.     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 7.05.     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 7.06.     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