ENBRIDGE ENERGY PARTNERS, L.P.
$300,000,000 5.875% Notes due 2016
December 18, 2006
Wachovia Capital Markets, LLC
HSBC Securities (USA) Inc.
ABN AMRO Incorporated
Banc of America Securities LLC
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Lazard Capital Markets, LLC
SunTrust Capital Markets, Inc.
UBS Securities LLC
c/o Wachovia Capital Markets, LLC
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288
c/o HSBC Securities (USA) Inc.
HSBC Tower 10
452 5th Avenue
New York, NY 10018
Ladies and Gentlemen:
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”), $300,000,000 aggregate principal amount of its 5.875% Notes due 2016 (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 First Supplemental Indenture thereto dated as of May 27, 2003, by the Second Supplemental Indenture thereto dated as of May 27, 2003, by the Third Supplemental Indenture thereto dated as of January 9, 2004, by the Fourth Supplemental Indenture thereto dated as of December 3, 2004, by the Fifth Supplemental Indenture thereto dated as of December 3, 2004 and by the Sixth Supplemental Indenture thereto to be dated as of December 21, 2006 (as so supplemented, the “Indenture”).
Each of the Partnership and Enbridge Energy, Limited Partnership, a Delaware limited partnership and subsidiary of the Partnership (the “Operating Partnership”), wishes to confirm as follows its agreement with the Underwriters in connection with their several purchases of the Notes. The Partnership, the Operating Partnership, Enbridge Energy Company, Inc., a Delaware corporation (both in its capacity as general partner of the Partnership and in its individual capacity, the “General Partner”), and Enbridge Energy Management, L.L.C., a Delaware limited liability company (“Enbridge Management”), are sometimes collectively referred to herein as the “Companies.”
1. Registration Statement and Prospectus. The Partnership has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a registration statement on Form S-3 (Registration No. 333-131076) under the Act, and such registration statement has become effective under the Act. As used in this Agreement, “Applicable Time” means 2:15 p.m. (New York City time) on the date of this Agreement; “Effective Date” means each date and time as of which such registration statement, any post-effective amendment or amendments thereto relating to the offering of the Notes became or becomes effective; “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 under the Act), including the Final Term Sheet, prepared by or on behalf of the Partnership or used or referred to by the Partnership in connection with the offering of the Notes; “Preliminary Prospectus” means, as of the Applicable Time, the base prospectus comprising a part of the Registration Statement and the preliminary supplement to the base prospectus, subject to completion, relating to the issuance of the Notes; “Pricing Disclosure Package” means, as of the Applicable Time, the Preliminary Prospectus together with each Issuer Free Writing Prospectus filed with the Commission by the Partnership on or before the Applicable Time and the pricing terms set forth on Schedule II hereto; “Registration Statement” means, collectively, the various parts of such registration statement, each as amended as of the Effective Date for such part, including the Pricing Disclosure Package and the Final Prospectus and all exhibits to such registration statement; “Final Prospectus” means the final prospectus supplement relating to the Notes, including the accompanying base prospectus, as filed with the Commission pursuant to Rule 424(b) under the Act; and “Final Term Sheet” means the final term sheet in the form attached as Schedule II hereto and prepared and filed pursuant to Section 5(f) hereof. Reference made herein to the Pricing Disclosure Package or to the Final Prospectus shall be deemed to refer to and include any information incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of the Pricing Disclosure Package or the Final Prospectus, as the case may be, and any reference to any amendment or supplement to the Pricing Disclosure Package or the Final Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), after the date of the Pricing Disclosure Package or the Final Prospectus, as the case may be, and incorporated by reference in the Pricing Disclosure Package or the Final Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any periodic report of the Partnership filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement. As used herein, the term “Incorporated Documents” means the documents which at the time are incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus or any amendment or supplement thereto.
2. Agreements to Sell and Purchase. The Partnership hereby agrees, upon the terms and subject to all the conditions set forth herein, to issue and sell to the Underwriters and, upon the basis of the representations, warranties and agreements of the Partnership and the Operating Partnership herein contained and upon the terms and subject to all the conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at the applicable purchase price set forth in Schedule I hereto, the aggregate principal amount of the Notes set forth opposite such Underwriters’ name in Schedule I hereto.
3. Terms of Public Offering. The Partnership has been advised by you that the Underwriters propose to make a public offering of their respective portion of the Notes as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable and initially to offer the Notes upon the terms set forth in the Final Prospectus.
4. Delivery of the Notes and Payment Therefor. The Notes to be purchased hereunder will be represented by one or more definitive global certificates in book-entry form which will be deposited by or on behalf of the Partnership with The Depository Trust Company (“DTC”) or its designated custodian.
Delivery to the Underwriters of the Notes, against payment of the purchase price therefor in immediately available funds, shall be made by causing DTC to credit the Notes to the account or accounts designated by Wachovia Capital Markets, LLC on behalf of the Underwriters at DTC. The time and date of such delivery shall be 10:00 A.M., New York City time, on December 21, 2006 (the “Closing Date”). The other documents to be delivered at the Closing Date by or on behalf of the parties hereto shall be delivered at such time and date at the offices of Baker Botts L.L.P., 910 Louisiana, Houston, Texas 77002. The place of closing for the Notes and the Closing Date may be varied by agreement between you and the Partnership.
The global certificates representing the Notes to be delivered to the Underwriters shall be made available to you at the office of DTC or its custodian for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date.
5. Agreements of the Partnership. The Partnership agrees with the several Underwriters as follows:
(a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Notes may commence, the Partnership will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you and counsel for the Underwriters promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective.
(b) Following the execution and delivery of this Agreement and thereafter from time to time during such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by the Underwriters or any dealer (the “Prospectus Delivery Period”), the Partnership will advise you and counsel for the Underwriters promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Pricing Disclosure Package or the Final Prospectus or for additional information; (ii) of the
issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Pricing Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus or of the suspension of qualification of the Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) of any change in the financial position, business, prospects, or results of operations of any of the Companies, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Registration Statement, the Pricing Disclosure Package or the Final Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time within the Prospectus Delivery Period, the Commission shall issue any stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Pricing Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus, the Partnership will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time.
(c) The Partnership will furnish to you, at your request and without charge, (i) one conformed copy of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the Registration Statement, (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as you may request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may request, (iv) such number of copies of the exhibits to the Incorporated Documents and the Pricing Disclosure Package as you may request, and (v) such number of copies of the Preliminary Prospectus, the Final Prospectus, any amended or supplemented Final Prospectus and each Issuer Free Writing Prospectus as you may request.