ENBRIDGE ENERGY PARTNERS, L.P. $400,000,000 5.50% Notes due 2040 UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2010 • 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 to the several Underwriters named in Schedule I hereto (the “Underwriters”), $400,000,000 aggregate principal amount of its 5.50% Notes due 2040 (the “Notes”). The Notes are to be issued pursuant to an indenture dated as of May 27, 2003, between the Partnership and U.S. Bank National Association, successor to SunTrust Bank, as trustee (the “Trustee”), as supplemented by the Eleventh Supplemental Indenture thereto to be dated as of the Closing Date (as defined below) (as so supplemented, the “Indenture”).
