ENBRIDGE ENERGY PARTNERS, L.P.

Exhibit 4.2

ENBRIDGE ENERGY PARTNERS, L.P.

as Issuer

and

U.S. BANK NATIONAL ASSOCIATION

as Trustee

SEVENTEENTH

SUPPLEMENTAL

INDENTURE

Dated as of January 22, 2019

TABLE OF CONTENTS

		Page
ARTICLE I	GUARANTEE	1
Section 1.01	Enbridge Guarantee	1
ARTICLE II	MISCELLANEOUS	1
Section 2.01	Defined Terms	1
Section 2.02	Integral Part	1
Section 2.03	Adoption, Ratification and Confirmation	1
Section 2.04	Counterparts	2
Section 2.05	Governing Law	2
Section 2.06	Trustee Makes No Representation	2

i

SEVENTEENTH SUPPLEMENTAL INDENTURE dated as of January 22, 2019 (this “Supplemental Indenture”), among Enbridge Energy Partners, L.P., a Delaware limited partnership (the “Partnership” or the “Issuer”), Enbridge Inc., a Canadian corporation (“Enbridge”) and U.S. Bank National Association, a national banking association, as successor trustee to SunTrust Bank (the “Trustee”).

WITNESSETH:

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 amended and supplemented through the date hereof, including by this Supplemental Indenture, is herein called the “Indenture”;

WHEREAS, under the Original Indenture and in accordance with the provisions of Section 9.01(g) thereof, the Issuer and the Trustee may from time to time and at any time, without the consent of Holders, enter into a supplemental Indenture to make any change that does not adversely affect the rights under the Indenture of any Holder; 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
GUARANTEE

Section 1.01 Enbridge Guarantee. In accordance with Article XV of the Indenture, each series of Debt Securities Outstanding as of the date of this Supplemental Indenture shall be fully, unconditionally, irrevocably and absolutely guaranteed by Enbridge as provided in Article XV of the Indenture, and are hereby designated as Guaranteed Debt Securities that are entitled to the benefits of the Enbridge Guarantee.

ARTICLE II
MISCELLANEOUS

Section 2.01 Defined Terms. Capitalized terms used in this Supplemental Indenture that are not defined shall have the meanings given to them in the Indenture.

Section 2.02 Integral Part. This Supplemental Indenture constitutes an integral part of the Indenture.

Section 2.03 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 2.04 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 2.05 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.06 Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

[Signatures on following page]

2

SIGNATURES

	ISSUER:
	ENBRIDGE ENERGY PARTNERS, L.P.
	By:	Enbridge Energy Company, Inc.,
		its General Partner
		By:	/s/ Xxxx X. Xxxx
			Name: Xxxx X. Xxxx
			Title: President
	ENBRIDGE:
	ENBRIDGE INC.
	By:	/s/ Xxx Xxxx
		Name: Xxx Xxxx
		Title: Vice President, Treasury
	TRUSTEE:
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:	/s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President