5,300,000 Class A Common Units ENBRIDGE ENERGY PARTNERS, L.P. Representing Class A Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2007 • Enbridge Energy Partners Lp • Pipe lines (no natural gas) • New York
Enbridge Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), proposes, upon the terms and subject to the conditions set forth herein, to issue and sell an aggregate of 5,300,000 Class A Common Units representing limited partner interests in the Partnership (the “Firm Units”) to the several Underwriters named in Schedule I hereto (the “Underwriters”). The Partnership also proposes, upon the terms and subject to the conditions set forth herein, to issue and sell to the several Underwriters up to an additional 795,000 Class A Common Units representing limited partner interests in the Partnership (the “Additional Units”). The Firm Units and the Additional Units are hereinafter collectively referred to as the “Offered Units,” and the Offered Units and each Class A Common Unit, Class B Common Unit, Class C Common Unit and i-unit representing limited partner interests in the Partnership outstanding on the date hereof are hereinafter sometimes collectively referred to as
