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EXHIBIT 4.3
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LAKEHEAD PIPE LINE COMPANY,
LIMITED PARTNERSHIP
ISSUER
AND
THE CHASE MANHATTAN BANK
TRUSTEE
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SECOND SUPPLEMENTAL INDENTURE
DATED AS OF SEPTEMBER 15, 1998
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7 1/8% SENIOR NOTES DUE 2028
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SECOND SUPPLEMENTAL INDENTURE, dated as of September 15, 1998 (herein
called the "Second Supplemental Indenture"), between LAKEHEAD PIPE LINE COMPANY,
LIMITED PARTNERSHIP, a Delaware limited partnership (herein called the
"Company"), having its principal office at Lake Superior Place, 00 Xxxx Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxx 00000 and THE CHASE MANHATTAN BANK, a banking
corporation duly organized and existing under the laws of the State of New York,
as trustee under the Indenture referred to below (herein called the "Trustee").
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to the
Trustee the Indenture, dated as of September 15, 1998 (herein called the
"Indenture"), providing for the issuance from time to time of one or more series
of the Company's unsecured senior debentures, notes or other evidences of
indebtedness (herein called the "Securities"); and
WHEREAS, Section 301 of the Indenture provides that various matters
with respect to any series of Securities issued under the Indenture may be
established in an indenture supplemental to the Indenture; and
WHEREAS, Section 901(4) of the Indenture provides that the Company and
the Trustee may enter into indentures supplemental to the Indenture for the
purpose of establishing the form or terms of the Securities of any series as
permitted in Sections 201 and 301 of the Indenture; and
WHEREAS, the Company desires to create a series of the Securities in an
aggregate principal amount of up to $100,000,000, which series shall be
designated the 7 1/8% Senior Notes Due 2028 (the "Notes"), and all action on the
part of the Company necessary to authorize the issuance of the Notes under the
Indenture and this Second Supplemental Indenture has been duly taken; and
WHEREAS, all acts and things necessary to make the Notes, when executed
by the Company and completed, authenticated and delivered by the Trustee as
provided in the Indenture and this Second Supplemental Indenture, the valid and
binding obligations of the Company and to constitute these presents a valid and
binding supplemental indenture and agreement according to its terms, have been
done and performed;
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and the issuance of the Notes,
the Company covenants and agrees with the Trustee, for the equal and
proportionate benefit of all holders of the Notes, as follows:
ARTICLE I
Relation to Indenture; Definitions
SECTION 1.01 This Second Supplemental Indenture constitutes an integral
part of the Indenture.
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SECTION 1.02 For all purposes of this Second Supplemental Indenture:
(1) Capitalized terms used herein shall have the
meanings specified herein or in the Indenture, as the case may be;
(2) "Make-Whole Premium" means, in connection with
any optional redemption of any Note, the excess, if any, of (i) the
aggregate present value as of the date of such redemption of each
dollar of principal of such Note being redeemed and the amount of
interest (exclusive of interest accrued to the date of redemption) that
would have been payable in respect of such dollar if such redemption
had not been made, determined by discounting, on a semiannual basis,
such principal and interest at a rate equal to the sum of the Treasury
Yield (determined on the Business Day immediately preceding the date of
such redemption) plus 0.25% from the respective dates on which such
principal and interest would have been payable if such redemption had
not been made, over (ii) the aggregate principal amount of such Note
being redeemed.
(3) "Treasury Yield" means, in connection with the
calculation of any Make-Whole Premium on any Note, the yield to
maturity at the time of computation of United States Treasury
securities with a constant maturity (as compiled by and published in
the most recent Federal Reserve Statistical Release H.15 (519) that has
become publicly available at least two Business Days prior to the date
fixed for redemption (or, if such Statistical Release is no longer
published, any publicly available source of similar data)) equal to the
then-remaining maturity of such Note; provided that if no United States
Treasury security is available with such a constant maturity and for
which a closing yield is given, the Treasury Yield shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of a year)
from the closing yields of United States Treasury securities for which
such yields are given, except that if the remaining maturity of such
Note is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of
one year shall be used.
(4) All references herein to Articles and Sections,
unless otherwise specified, refer to the corresponding Articles and
Sections of this Second Supplemental Indenture; and
(5) The terms "herein", "hereof", "hereunder" and
other words of similar import refer to this Second Supplemental
Indenture.
ARTICLE II
The Series of Securities
SECTION 2.01 The Title of the Securities.
There shall be a series of Securities designated the "7 1/8% Senior
Notes due 2028" (the "Notes"). The Notes shall be executed, authenticated and
delivered in accordance with the provisions of, and shall in all respects be
subject to, the terms, conditions and covenants of the
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Indenture and this Second Supplemental Indenture (including the form of Note set
forth as Exhibit A hereto).
SECTION 2.02 Limitation on Aggregate Principal Amount.
The aggregate principal amount of the Notes shall be limited to
$100,000,000; provided, however, that the Notes may be reopened, without the
consent of Holders of the Notes, for increases in the authorized aggregate
principal amount of the Notes and issuances of additional Notes.
SECTION 2.03 Stated Maturity.
The Stated Maturity of the Notes shall be October 1, 2028.
SECTION 2.04 Interest and Interest Rates.
The rate of interest on each Note shall be 7 1/8% per annum, accruing
from October 1, 1998 and interest shall be payable, semi-annually in arrears, on
April 1 and October 1 of each year (each such date, an "Interest Payment Date"),
commencing April 1, 1999 to the Persons in whose names the Notes are registered
at the close of business on the immediately preceding March 15 and September 15,
respectively, whether or not such day is a Business Day (each such date, a
"Regular Record Date"). The amount of interest payable for any period shall be
computed on the basis of twelve 30-day months and a 360-day year. The amount of
interest payable for any partial period shall be computed on the basis of a
360-day year of twelve 30-day months and the days elapsed in any partial month.
In the event that any date on which interest is payable on a Note is not a
Business Day, then a payment of the interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay) with the same force and effect as if
made on the date the payment was originally payable. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will be
paid to the Person in whose name such Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date
and shall either (i) be paid to the Person in whose name such Note (or one or
more Predecessor Securities) is registered at the close of business on the
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice of which shall be given to Holders of the Notes not less
than 10 days prior to such Special Record Date, or (ii) be paid at such time in
any other lawful manner not inconsistent with the requirements of any securities
exchange or automated quotation system on which the Notes may be listed or
traded, and upon such notice as may be required by such exchange or automated
quotation system, all as more fully provided in the Indenture.
SECTION 2.05 Place of Payment.
The Place of Payment where the Notes may be presented or surrendered
for payment shall initially be the Corporate Trust Office of the Trustee in the
City and State of New York.
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SECTION 2.06 Place of Registration or Exchange; Notices and Demands With
Respect to the Notes.
The place where the Holders of the Notes may present the Notes for
registration of transfer or exchange and may make notices and demands to or upon
the Company in respect of the Notes shall initially be the Corporate Trust
Office of the Trustee in the City and State of New York.
SECTION 2.07 Percentage of Principal Amount.
The Notes shall be issued at 99.693% of their principal amount.
SECTION 2.08 Global Securities.
The Notes shall initially be issuable in the form of one or more Global
Securities. Such Global Securities shall be deposited with, or on behalf of, The
Depository Trust Company, New York, New York, which shall act as Depositary with
respect to the Notes. Such Global Securities shall bear the legends set forth in
the form of Note attached as Exhibit A hereto.
SECTION 2.09 Form of Notes.
The Notes shall be substantially in the form attached as Exhibit A
hereto. The Notes shall be registered in such names, shall be in such amounts
and shall have such other specific terms contemplated in the form of Note
attached hereto as Exhibit A, as shall be communicated by the Company to the
Trustee in accordance with the administrative procedures, as in effect from time
to time, established to provide for the issuance of the Notes.
SECTION 2.10 Securities Registrar.
The Trustee shall serve as the initial Securities Registrar.
SECTION 2.11 Defeasance and Discharge; Covenant Defeasance.
Article XIII of the Indenture, including without limitation, Sections
1302 and 1303 thereof, shall apply to the Notes.
SECTION 2.12 Optional Redemption.
The Notes are subject to redemption upon not less than 30 nor more than
60 days' notice by mail, at the election of the Company at any time, as a whole
or in part, in principal amounts of $1,000 or any integral multiple thereof at
any time at a Redemption Price equal to the sum of (a) an amount equal to 100%
of the principal amount thereof and (b) the applicable Make-Whole Premium,
together with accrued and unpaid interest to the date fixed for redemption;
provided that installments of interest on Notes that are due and payable on any
date on or prior to a Redemption Date shall be payable to the registered Holders
of such Notes (or one or more Predecessor Securities), registered as such as of
the close of business on the relevant Record Dates. The Make-Whole Premium shall
be calculated and certified to the Trustee by an independent investment banking
institution of
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national standing appointed by the Company; provided that if the Company fails
to notify the Trustee that it has made such appointment at least 30 calendar
days prior to the Redemption Date, or if the institution so appointed has
notified the Trustee in writing at least fifteen days prior to the Redemption
Date that it is unwilling or unable to make such calculation, such calculation
shall be made by an independent investment banking institution of national
standing appointed by the Trustee at the cost and expense of the Company. The
Redemption Price included in the notice to the Holders shall state that the
Redemption Price as set forth therein shall be increased by the Make-Whole
Premium.
SECTION 2.13 Sinking Fund Obligations.
The Company has no obligation to redeem or purchase any Notes pursuant
to any sinking fund or analogous requirement or upon the happening of a
specified event or at the option of a Holder thereof.
ARTICLE III
Miscellaneous
SECTION 3.01 The recitals contained herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness.
The Trustee makes no representations as to the validity or sufficiency
of this Second Supplemental Indenture or the proper authorization or the due
execution hereof by the Company.
SECTION 3.02 Except as expressly supplemented and amended hereby, the
Indenture shall continue in full force and effect in accordance with the
provisions thereof, and the Indenture, as supplemented and amended hereby, is in
all respects hereby ratified and confirmed. This Second Supplemental Indenture
and all its provisions shall be deemed a part of the Indenture in the manner and
to the extent herein and therein provided.
SECTION 3.03 This Second Supplemental Indenture and the Notes shall be
governed by and construed in accordance with the laws of the State of New York.
SECTION 3.04 This instrument may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
LAKEHEAD PIPE LINE COMPANY,
LIMITED PARTNERSHIP [Seal]
By: Lakehead Pipe Line Company, Inc.
Its General Partner
By: /s/ XXXX X. XXXX
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Name: Xxxx X. Xxxx
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Title: Chief Accountant
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Attest: /s/ XXXXX XXXXXXXXX
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Name:
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Title:
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THE CHASE MANHATTAN BANK,
as Trustee [Seal]
By: /s/ XXXXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx
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Title: Authorized Officer
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Attest: /s/ XXXXXXXX X. XXXXXXXX
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Name:
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Title:
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EXHIBIT A
[FORM OF FACE OF NOTE]
[If the Note is a Global Security, insert -- THIS NOTE IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT
BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR NOTES REGISTERED IN THE NAME
OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER
OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS NOTE SHALL BE A GLOBAL SECURITY
SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP
7 1/8% SENIOR NOTES DUE 2028
NO. U.S.$______________
CUSIP No.
LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP, a Delaware limited
partnership (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _______, or registered assigns, the principal sum of $
_______ United States Dollars on October 1, 2028, and to pay interest thereon
from October 1,1998, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on April 1 and
October 1 in each year, commencing April 1, 1999, at the rate of 7 1/8% per
annum, until the principal hereof is paid or made available for payment, and at
a rate of 7 1/8% per annum on any overdue principal and premium and on any
overdue installment of interest. The amount of interest payable for any period
shall be computed on the basis of twelve 30-day months and a 360-day year. The
amount of interest payable for any partial period shall be computed on the basis
of a 360-day year of twelve 30-day
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months and the days elapsed in any partial month. In the event that any date on
which interest is payable on this Note is not a Business Day, then a payment of
the interest payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of any
such delay) with the same force and effect as if made on the date the payment
was originally payable. A "Business Day" shall mean, when used with respect to
any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in that Place of Payment are
authorized or obligated by law, executive order or regulation to close. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the March 15 or September 15 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and shall either (i) be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice of which shall be given to Holders
of Notes not less than 10 days prior to such Special Record Date, or (ii) be
paid at such time in any other lawful manner not inconsistent with the
requirements of any securities exchange or automated quotation system on which
the Notes may be listed or traded, and upon such notice as may be required by
such exchange or automated quotation system, all as more fully provided in such
Indenture.
[If the Note is a Global Security, insert -- Payment of the principal
of and premium, if any, and interest on this Note will be made by transfer of
immediately available funds to a bank account in The City and State of New York
designated by the Holder in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.]
[If the Note is a Definitive Security, insert -- Payment of the
principal of and premium, if any, and interest on this Note will be made at the
office or agency of the Company maintained for that purpose in The City and
State of New York or at such other offices or agencies as the Company may
designate, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts, or
subject to any laws or regulations applicable thereto, at the option of the
Company, by United States Dollar check drawn on, or transfer to a United States
Dollar account maintained by the payee with, a bank in The City and State of New
York (so long as the applicable Paying Agent has received proper transfer
instructions in writing by the Record Date prior to the applicable payment
date); provided, however, that payment at maturity will only be made against
presentation and surrender of this Note; and provided, further, that any Holder
of this Note who is the Holder of at least $1.0 million aggregate principal
amount of Notes may request to have any payment of interest on this Note be made
by transfer to a United States Dollar account maintained by the payee with a
bank in the United States (so long as the applicable Paying Agent has received
proper transfer instructions in writing by the Record Date prior to the
applicable Interest Payment Date).]
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
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Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated:
LAKEHEAD PIPE LINE COMPANY,
LIMITED PARTNERSHIP
By: Lakehead Pipe Line Company, Inc.,
Its General Partner
By:
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Name:
Title:
TRUSTEE'S CERTIFICATE AND AUTHORIZATION
This is one of the Notes designated therein referred to in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
As Trustee
By:
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Authorized Officer
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[FORM OF REVERSE OF NOTE]
This Note is one of a duly authorized issue of Securities of the
Company (the "Notes"), issued and to be issued in one or more series under an
Indenture dated as of September 15, 1998 (the "Indenture"), between the Company
and The Chase Manhattan Bank, as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, obligations, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. As provided in
the Indenture, the Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series of Securities designated on
the face hereof limited in aggregate principal amount to U.S.$100,000,000;
provided, however, that the Notes may be reopened, without the consent of
Holders of the Notes, for increases in the authorized aggregate principal amount
of the Notes and issuances of additional Notes.
The Notes are subject to redemption upon not less than 30 nor more than
60 days' notice by mail, at the election of the Company at any time, as a whole
or in part, in principal amounts of $1,000 or any integral multiple thereof at
any time at a Redemption Price equal to the sum of (a) an amount equal to 100%
of the principal amount thereof and (b) the applicable Make-Whole Premium,
together with accrued and unpaid interest to the date fixed for redemption;
provided that installments of interest on Notes that are due and payable on any
date on or prior to a Redemption Date shall be payable to the registered Holders
of such Notes (or one or more Predecessor Securities), registered as such as of
the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.
"Make-Whole Premium" means, in connection with any optional redemption
of any Note, the excess, if any, of (i) the aggregate present value as of the
date of such redemption of each dollar of principal of such Note being redeemed
and the amount of interest (exclusive of interest accrued to the date of
redemption) that would have been payable in respect of such dollar if such
redemption had not been made, determined by discounting, on a semiannual basis,
such principal and interest at a rate equal to the sum of the Treasury Yield
(determined on the Business Day immediately preceding the date of such
redemption) plus 0.25% from the respective dates on which such principal and
interest would have been payable if such redemption had not been made, over (ii)
the aggregate principal amount of such Note being redeemed.
"Treasury Yield" means, in connection with the calculation of any
Make-Whole Premium on any Note, the yield to maturity at the time of computation
of United States Treasury securities with a constant maturity (as compiled by
and published in the most recent Federal Reserve Statistical Release H.15 (519)
that has become publicly available at least two Business Days prior to the date
fixed for redemption (or, if such Statistical Release is no longer published,
any publicly available source of similar data)) equal to the then-remaining
maturity of such Note; provided that if no United States Treasury security is
available with such a constant maturity and for which a closing yield is
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given, the Treasury Yield shall be obtained by linear interpolation (calculated
to the nearest one-twelfth of a year) from the closing yields of United States
Treasury securities for which such yields are given, except that if the
remaining maturity of such Note is less than one year, the weekly average yield
on actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.
In the event of redemption of this Note in part only, a new Note or
Notes of like tenor for the unredeemed portion hereof will be issued in the name
of the Holder hereof upon the cancellation hereof.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes to be affected under the
Indenture at any time by the Company and the Trustee with the consent of not
less than the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series to be affected (voting as one class). The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Outstanding Securities of all affected series
(voting as one class), on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture. The Indenture permits, with certain exceptions as therein provided,
the Holders of a majority in principal amount of Notes then Outstanding to waive
past defaults under the Indenture with respect to the Notes and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in principal amount of the Notes at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Note for the enforcement of any payment of principal, premium, if any, or
interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, interest
on this Note at the times, place(s) and rate, and in the coin or currency,
herein prescribed.
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[If the Note is a Global Security, insert -- This Global Security or
portion hereof may not be exchanged for Definitive Securities except in the
limited circumstances provided in the Indenture.
The holders of beneficial interests in this Global Security will not be
entitled to receive physical delivery of Definitive Securities except as
described in the Indenture and will not be considered the Holders thereof for
any purpose under the Indenture.]
[If the Note is a Definitive Security, insert -- As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Note is registerable in the Security Register, upon surrender of this Note
for registration of transfer at the office or agency of the Company in The City
and State of New York or at such other offices or agencies as the Company may
designate, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.]
The Notes are issuable only in registered form, without coupons, in
denominations of U.S.$1,000 and any integral multiple thereof. As provided in
the Indenture and subject to certain limitations therein set forth, the Notes
are transferable and exchangeable at the office of the Registrar and any
co-registrar for a like aggregate principal amount of Notes and of like tenor of
a different authorized denomination, as requested by the Holder surrendering the
same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any transfer tax or other similar governmental charge payable in connection with
certain transfers and exchanges.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Obligations of the Company under the Indenture and the Securities
thereunder, including this Note, are non-recourse to Lakehead Pipe Line Company,
Inc. (the "General Partner") and Lakehead Pipe Line Partners, L.P. ("Lakehead")
and their respective Affiliates (other than the Company), and payable only out
of cash flow and assets of the Company. The Trustee, and each Holder of a Note
by its acceptance hereof, will be deemed to have agreed in the Indenture that
(1) neither the General Partner nor its assets nor Lakehead nor its assets (nor
any of their respective Affiliates other than the Company, nor their respective
assets) shall be liable for any of the obligations of the Company under the
Indenture or such Securities, including this Note, and (2) no director, officer,
employee, stockholder or unitholder, as such, of the Company, the Trustee, the
General Partner, Lakehead or any Affiliate of any of the foregoing entities
shall have any personal liability in respect of the obligations of the Company
under the Indenture or such Securities by reason of his, her or its status.
Notwithstanding the foregoing, nothing in this paragraph shall be construed to
modify or supersede any obligation of Lakehead or the General Partner to restore
any negative balance in their respective capital accounts (maintained by the
Company pursuant to the Company's Amended and Restated Agreement of Limited
Partnership) upon liquidation of their respective interests in the Company.
A-6
14
The Indenture contains provisions that relieve the Company from the
obligation to comply with certain restrictive covenants in the Indenture and for
satisfaction and discharge at any time of the entire indebtedness upon
compliance by the Company with certain conditions set forth in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
[If the Note is a Definitive Security, insert as a separate page--
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________ (Please Print or
Typewrite Name and Address of Assignee) the within instrument of LAKEHEAD PIPE
LINE COMPANY, LIMITED PARTNERSHIP and does hereby irrevocably constitute and
appoint ________________________ Attorney to transfer said instrument on the
books of the within-named Company, with full power of substitution in the
premises.
Please Insert Social Security or
Other Identifying Number of Assignee:
_______________________________________________________________________________
Dated:____________________ _________ ___________________________ (Signature)
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.]
A-7
