7,000,000 Class A Common Units ENBRIDGE ENERGY PARTNERS, L.P. Representing Class A Limited Partner Interests UNDERWRITING AGREEMENTEnbridge Energy Partners Lp • June 29th, 2011 • 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 7,000,000 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 1,050,000 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 and i-unit representing limited partner interests in the Partnership outstanding on the date hereof are hereinafter sometimes collectively referred to as the “Units.”
INTERNATIONAL JOINT TARIFF AGREEMENTInternational Joint Tariff Agreement • June 29th, 2011 • Enbridge Energy Partners Lp • Pipe lines (no natural gas) • Alberta
This International Joint Tariff Agreement (“Agreement”) is entered into this 6th day of May, 2011 (the “Effective Date”), by and between Enbridge Pipelines Inc., a body corporate continued under the laws of Canada with offices in Calgary, Alberta (“EPI”) and Enbridge Energy, Limited Partnership, a Delaware limited partnership with offices in Houston, Texas (“EELP”). EPI and EELP are referred to herein individually as a “Party” and collectively as the “Parties.”
