0000950129-01-503407.txt : 20011010 0000950129-01-503407.hdr.sgml : 20011010 ACCESSION NUMBER: 0000950129-01-503407 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20011009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENBRIDGE ENERGY PARTNERS LP CENTRAL INDEX KEY: 0000880285 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 391715850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10934 FILM NUMBER: 1755291 BUSINESS ADDRESS: STREET 1: 21 W SUPERIOR ST STE 400 STREET 2: LAKE SUPERIOR PLACE CITY: DULUTH STATE: MN ZIP: 55802-2067 BUSINESS PHONE: 2187250100 MAIL ADDRESS: STREET 1: LAKE SUPERIOR PL STREET 2: 21 WEST SUPERIOR ST CITY: DULUTH STATE: MN ZIP: 55802-2067 FORMER COMPANY: FORMER CONFORMED NAME: LAKEHEAD PIPE LINE PARTNERS L P DATE OF NAME CHANGE: 19930328 10-K405/A 1 h91158ae10-k405a.txt ENBRIDGE ENERGY PARTNERS, L.P. - 12-31-00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A SECOND AMENDMENT TO [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number: 1-10934 ENBRIDGE ENERGY PARTNERS, L.P. (Exact name of Registrant as specified in its charter) (formerly Lakehead Pipe Line Partners, L.P.) DELAWARE 39-1715850 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) LAKE SUPERIOR PLACE 21 WEST SUPERIOR STREET DULUTH, MINNESOTA 55802-2067 (Address of principal executive offices and zip code) (218) 725-0100 (Registrant's telephone number, including area code) --------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered CLASS A COMMON UNITS NEW YORK STOCK EXCHANGE Securities registered pursuant to Section 12(g) of the Act: NONE --------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of October 8, 2001, the aggregate market value of the Registrant's Class A Common Units held by non affiliates of the Registrant was $1,294,615,522 based on the reported closing sale price of such units on the New York Stock Exchange on that date. As of October 8, 2001, there were 26,803,634 of the Registrant's Class A Common Units outstanding. --------------- DOCUMENTS INCORPORATED BY REFERENCE: NONE 1 TABLE OF CONTENTS PAGE ---- Preliminary Note ITEM 10. Directors and Executive Officers of the Registrant............ 3 ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...................................................... 5 PRELIMINARY NOTE In the Section captioned "Lakehead System Growth" in Item 7 of the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (File number 1-10934) (the "10-K"), the Registrant referred to external forecasts for West Texas Intermediate crude oil benchmark prices over the next several years. Those external forecasts are contained in the U.S. Department of Energy - Energy Information Administration's "Annual Energy Outlook 2001" published December 22, 2000 (http://www.eia.doe.gov/oiaf/aeo/). In the Section captioned "Growth Beyond the Lakehead System" in Item 7 of the 10-K, the Registrant referred to external forecasts of crude oil production in the Gulf of Mexico. Those forecasts were prepared for the Registrant by Energy Analysts International, Inc., Westminister, Colorado. Please see "General-Future Prospects" in Item 2 of the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2001 (File number 1-10934), for a more recent discussion of the Registrant's future prospects. 2 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a) Directors and Executive Officers of the Registrant The Registrant is a limited partnership and has no officers, directors or employees. Set forth below is certain information concerning the directors and executive officers of the General Partner. Enbridge Pipelines, the sole stockholder of the General Partner, elects the directors of the General Partner on an annual basis. All officers of the General Partner serve at the discretion of the directors of the General Partner.
NAME AGE POSITION WITH GENERAL PARTNER ---- --- ----------------------------- J.R. Bird 52 Director P.D. Daniel 54 Director E.C. Hambrook 63 Director G.K. Petty 59 Director C.A. Russell 67 Director D.P. Truswell 57 Director D.C. Tutcher 52 President L.H. DeBriyn 54 Vice President, Special Projects Greg Sevick 45 Vice President, Operations Mark Maki 36 Controller J.K. Whelen 41 Treasurer J.L. Balko 35 Chief Accountant Chris Kaitson 45 Corporate Secretary
Mr. Bird was elected Director of the General Partner in September 2000 and served as President from September 2000 until June 2001. Mr. Bird previously served as Treasurer of the General Partner from October 1996 through October 1997. He has also served as Group Vice President, Transportation of Enbridge and President of Enbridge Pipelines since September 2000. Prior thereto, he served as Senior Vice President, Corporate Planning and Development of Enbridge from August 1997 through August 2000 and as Vice President and Treasurer of Enbridge from January 1995 to August 1997. Mr. Daniel was elected a Director of the General Partner in July 1996 and served as its President from July 1996 through October 1997. Mr. Daniel has served as President of Enbridge since September 2000 and as Chief Executive Officer of Enbridge since January 2001. Prior thereto, Mr. Daniel also served as President and Chief Operating Officer - Energy Delivery of Enbridge from June 1998 to December 2000. Prior thereto, Mr. Daniel served as Executive Vice President and Chief Operating Officer--Energy Transportation Services of Enbridge from September 1997 through June 1998, as Senior Vice President of Enbridge from May 1994 to August 1997, as President and Chief Executive Officer of Enbridge Pipelines from August 1996 to August 1997, and as President and Chief Operating Officer of Enbridge Pipelines from May 1994 to August 1996. Mr. Hambrook was elected Director of the General Partner in January 1992 and served as Chairman of the General Partner from July 1996 until July 1999. He also serves on the Audit, Finance & Risk Committee. Mr. Hambrook is the President of Hambrook Resources Inc., a real estate investment, marketing and sales company. Mr. Petty was elected Director of the General Partner on February 22, 2001 and serves on the Audit, Finance & Risk Committee. Mr. Petty has served as Director of Enbridge Inc. since January 2001 and as Director of CAE Incorporated since August 1996. Mr. Petty served as President and Chief Executive Officer of Telus Corporation, a Canadian telecommunications company, from November 1994 to November 1999. Mr. Petty is a business consultant providing executive management consulting services to the telecommunications industry. Mr. Russell was elected Director of the General Partner in October 1985 and serves as the Chairman of the Audit, Finance & Risk Committee. Mr. Russell served as Chairman and Chief Executive Officer of Norwest Bank Minnesota North, N.A., from January through December 1995. He also served as a Director of Minnesota Power and Light Co. until May 1996. Other than in his service as Director of the General Partner, Mr. Russell is retired. Mr. Truswell was elected Director of the General Partner in 1991. Since September 2000, Mr. Truswell has served as Group Vice President and Chief Financial Officer of Enbridge and from May 1994 through August 2000 served as Senior Vice President and Chief Financial Officer of Enbridge. 3 Mr. Tutcher was appointed President of the General Partner in June 2001. He also currently serves as Group Vice President, Transportation Group South, of Enbridge Inc., as well as President of Enbridge Midcoast Energy Inc. He was previously Chairman of the Board, President and Chief Executive Officer of Midcoast Energy Resources, Inc. from its formation in 1992 until its merger with Enbridge on May 15, 2001. He also served as Treasurer of Midcoast from 1995 to 1996. Since 1989, Mr. Tutcher has also been President and Chief Executive Officer of Magic Gas Corp., a Texas corporation controlled by Mr. Tutcher. Prior to its merger into Midcoast in 1992, Mr. Tutcher served as Director of Nugget Oil Corporation, from 1990 to 1992. He also serves on the board of the Interstate Natural Gas Association of America and the Gas Processors Association. Mr. DeBriyn was elected Vice President, Special Projects of the General Partner in June 2001 and served as Vice President and Director from July 1999 until June 2001. Prior thereto, he served as Vice President, Canadian Operations, of Enbridge Pipelines from July 1996 to July 1999, and prior thereto, in managerial positions in operations with Enbridge Pipelines and the General Partner. Mr. Sevick was elected Vice President, Operations of the General Partner in June 2001. Prior thereto, he served as Vice President, Canadian Operations for Enbridge Pipelines from 1999 to June 2001. Prior thereto, he served as Vice President, Engineering & Logistics of Enbridge Consumers Gas from 1998 to 1999 and Senior Vice President, Distribution Operations of Enbridge Consumers Gas from 1996 to 1998. Mr. Maki was elected controller of the General Partner in June 2001. Prior thereto he served as Controller, Enbridge Pipelines Inc. from September 1999 to June 2001. Prior thereto, he served as Chief Accountant of the General Partner from June 1997 to August 1999. Prior thereto, Mr. Maki served as Internal Auditor of the General Partner from November 1995 to June 1997. Mr. Whelen was elected Treasurer of the General Partner in January 2000. He has served as Assistant Treasurer of Enbridge since November 1997. Prior thereto, he served as Manager, Corporate Finance, of Enbridge from December 1995 to October 1997, and prior thereto, as Manager, Corporate Finance, of The Consumers' Gas Company Ltd. Ms. Balko has served as Chief Accountant since October 1999. Prior thereto, she served in supervisory positions in accounting with Enbridge Pipelines since January 1998, and was with The Westaim Corporation, an investor in, and manufacturer of, industrial technologies in various industries, including the biomedical and semiconductor industries, from November 1995 to December 1997. Mr. Kaitson was elected Corporate Secretary of the General Partner in October 2001 and has served since May 2001, and will continue to serve, as Associate General Counsel, Transportation Group South, of Enbridge Inc. and of Enbridge Midcoast Energy Inc. He previously served as General Counsel of Midcoast Energy Resources, Inc. from 1997 until its merger with Enbridge on May 15, 2001. Prior thereto, he served as Vice President-Legal and Corporate Secretary of Republic Gas Partners, LLC from 1995 to 1997. 4 Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (c) The following Exhibits (numbered in accordance with Item 601 of Regulation S-K) are filed or incorporated herein by reference as part of this Report.
EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1 Certificate of Limited Partnership of the Partnership. (Partnership's Registration Statement No. 33-43425 -- Exhibit 3.1) 3.2 Certificate of Amendment to Certificate of Limited Partnership of the Partnership 4.1 Form of Certificate representing Class A Common Units 4.2 Amended and Restated Agreement of Limited Partnership of the Partnership, dated April 15, 1997. (Registrant's Form 8-A/A, dated May 2, 1997) 4.3 Amendment to Amended and Restated Agreement of Limited Partnership, dated August 28, 2001 10.1 Note Agreement and Mortgage, dated December 12, 1991. (1991 Form 10-K -- Exhibit 10.1) 10.2 [Intentionally Omitted] 10.3 Distribution Support Agreement, dated December 27, 1991, among the Partnership, Lakehead Pipe Line Company, Inc. and Interprovincial Pipe Line Inc. (1991 Form 10-K -- Exhibit 10.3) 10.4 Assumption and Indemnity Agreement, dated December 18, 1992, between Interprovincial Pipe Line Inc. and Interprovincial Pipe Line System Inc. (1992 Form 10-K -- Exhibit 10.4) 10.5 Amended Services Agreement, dated February 29, 1988, between Interprovincial Pipe Line Inc. and Lakehead Pipe Line Company, Inc. (1991 Form 10-K -- Exhibit 10.4) 10.6 Amended Services Agreement, dated January 1, 1992, between Interprovincial Pipe Line Inc. and Lakehead Pipe Line Company, Inc. (1992 Form 10-K -- Exhibit 10.6) 10.7 Certificate of Limited Partnership of the Operating Partnership. (Partnership's Registration Statement No. 33-43425 -- Exhibit 10.1) 10.8 Certificate of Amendment to Certificate of Limited Partnership of the Operating Partnership (Operating Partnership's 2000 Form 10-K/A dated October 9, 2001 -- Exhibit 10.8) 10.9 Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated December 27, 1991. (1991 Form 10-K -- Exhibit 10.6) 10.10 Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated August 28, 2001 (Operating Partnership's 2000 Form 10-K/A dated October 9, 2001 -- Exhibit 10.10) 10.11 Certificate of Limited Partnership of Lakehead Services, Limited Partnership. (Partnership's Registration Statement No. 33-43425 -- Exhibit 10.4) 10.12 Amendment No. 1 to the Certificate of Limited Partnership of Lakehead Services, Limited Partnership. (Partnership's Registration Statement No. 33-43425 -- Exhibit 10.16) 10.13 Amended and Restated Agreement of Limited Partnership of Lakehead Services, Limited Partnership, dated December 27, 1991. (1991 Form 10-K -- Exhibit 10.9) 10.14 Contribution, Conveyance and Assumption Agreement, dated December 27, 1991, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P. and Lakehead Pipe Line Company, Limited Partnership. (1991 Form 10-K -- Exhibit 10.10) 10.15 LPL Contribution and Assumption Agreement, dated December 27, 1991, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P. and Lakehead Pipe Line Company, Limited Partnership and Lakehead Services, Limited Partnership. (1991 Form 10-K -- Exhibit 10.11) 10.16 Services Agreement, dated January 1, 1996, between IPL Energy (U.S.A.) Inc. and Lakehead Pipe Line Company, Inc. (1995 Form 10-K -- Exhibit 10.14) 10.17 Amended and Restated Revolving Credit Agreement, dated September 6, 1996, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services, Limited Partnership, Lakehead Pipe Line Company, Limited Partnership and the Bank of Montreal and Harris Trust and Savings Bank. (1996 Form 10-K -- Exhibit 10.15) 10.18 First Amendment to Amended and Restated Revolving Credit Agreement, dated September 6, 1996, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services, Limited Partnership, Lakehead Pipe Line Company, Limited Partnership and the Bank of Montreal. (1996 Form 10-K -- Exhibit 10.16) 10.19 Second Amendment to Amended and Restated Revolving Credit Agreement, dated June 16, 1998, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services Limited Partnership, Lakehead Pipe Line Company, Limited Partnership and Bank of Montreal, The Toronto Dominion Bank,
5
EXHIBIT NUMBER DESCRIPTION ------- ----------- Canadian Imperial Bank of Commerce, ABN AMRO Bank, N.V. Cayman Islands Branch and Bank of Montreal, as agent. (Form 10-Q/A, filed September 14, 1998 -- Exhibit 10.1) 10.20 Settlement Agreement, dated August 28, 1996, between Lakehead Pipe Line Company, Limited Partnership and the Canadian Association of Petroleum Producers and the Alberta Department of Energy. (1996 Form 10-K -- Exhibit 10.17) 10.21 Promissory Note, dated as of September 30, 1998, given by Lakehead Pipe Line Company, Limited Partnership, as borrower, to Lakehead Pipe Line Company, Inc., as lender. (1998 Form 10-K-- Exhibit 10.19) 10.22 Treasury Services Agreement, dated January 1, 1996, between IPL Energy Inc. and Lakehead Pipe Line Company, Inc. (1996 Form 10-K -- Exhibit 10.18) 10.23 Tariff Agreement as filed with the Federal Energy Regulatory Commission for the System Expansion Program II and Terrace Expansion Project. (1998 Form 10-K-- Exhibit 10.21) 10.24 Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.1, dated October 20, 1998) 10.25 First Supplemental Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.2, dated October 20, 1998) 10.26 Second Supplemental Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.3, dated October 20, 1998) 10.27 Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.4, dated October 20, 1998) 10.28 Promissory Note, dated as of March 31, 1999, given by Lakehead Pipe Line Company, Limited Partnership, as borrower, to Lakehead Pipe Line Company, Inc., as lender. (1999 Form 10-K-- Exhibit 10.26) 10.29 Third Supplemental Indenture dated November 21, 2000, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (2000 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.2, dated November 16, 2000) 21 Subsidiaries of the Registrant. (2000 Form 10-K-- Exhibit 21) 23.1 Consent of PricewaterhouseCoopers LLP. (2000 Form 10-K-- Exhibit 23.1) 27 Financial Data Schedule as of and for the year ended December 31, 2000. (2000 Form 10-K -- Exhibit 27)
All Exhibits listed above, with the exception of Exhibits 3.2, 4.1 and 4.3 are incorporated herein by reference to the documents identified in parentheses. Copies of Exhibits may be obtained upon written request of any Unitholder to Investor Relations, Lakehead Pipe Line Company, Inc., Lake Superior Place, 21 West Superior Street, Duluth, Minnesota 55802-2067. 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Signatures Securities Exchange Act of 1934, the Registrant has duly caused this amendment to Report to be signed on its behalf by the undersigned, thereunto duly authorized. ENBRIDGE ENERGY PARTNERS, L.P. (Registrant) By: Enbridge Energy Company, Inc., as General Partner October 9, 2001 /s/ J.L. BALKO ------------------------------------- J.L. Balko Chief Accountant (Principal Financial and Accounting Officer) 7 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1 Certificate of Limited Partnership of the Partnership. (Partnership's Registration Statement No. 33-43425 -- Exhibit 3.1) 3.2 Certificate of Amendment to Certificate of Limited Partnership of the Partnership 4.1 Form of Certificate representing Class A Common Units 4.2 Amended and Restated Agreement of Limited Partnership of the Partnership, dated April 15, 1997. (Registrant's Form 8-A/A, dated May 2, 1997) 4.3 Amendment to Amended and Restated Agreement of Limited Partnership, dated August 28, 2001 10.1 Note Agreement and Mortgage, dated December 12, 1991. (1991 Form 10-K -- Exhibit 10.1) 10.2 [Intentionally Omitted] 10.3 Distribution Support Agreement, dated December 27, 1991, among the Partnership, Lakehead Pipe Line Company, Inc. and Interprovincial Pipe Line Inc. (1991 Form 10-K -- Exhibit 10.3) 10.4 Assumption and Indemnity Agreement, dated December 18, 1992, between Interprovincial Pipe Line Inc. and Interprovincial Pipe Line System Inc. (1992 Form 10-K -- Exhibit 10.4) 10.5 Amended Services Agreement, dated February 29, 1988, between Interprovincial Pipe Line Inc. and Lakehead Pipe Line Company, Inc. (1991 Form 10-K -- Exhibit 10.4) 10.6 Amended Services Agreement, dated January 1, 1992, between Interprovincial Pipe Line Inc. and Lakehead Pipe Line Company, Inc. (1992 Form 10-K -- Exhibit 10.6) 10.7 Certificate of Limited Partnership of the Operating Partnership. (Partnership's Registration Statement No. 33-43425 -- Exhibit 10.1) 10.8 Certificate of Amendment to Certificate of Limited Partnership of the Operating Partnership (Operating Partnership's 2000 Form 10-K/A dated October 9, 2001 -- Exhibit 10.8) 10.9 Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated December 27, 1991. (1991 Form 10-K -- Exhibit 10.6) 10.10 Amendment to Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated August 28, 2001 (Operating Partnership's 2000 Form 10-K/A dated October 9, 2001 -- Exhibit 10.10) 10.11 Certificate of Limited Partnership of Lakehead Services, Limited Partnership. (Partnership's Registration Statement No. 33-43425 -- Exhibit 10.4) 10.12 Amendment No. 1 to the Certificate of Limited Partnership of Lakehead Services, Limited Partnership. (Partnership's Registration Statement No. 33-43425 -- Exhibit 10.16) 10.13 Amended and Restated Agreement of Limited Partnership of Lakehead Services, Limited Partnership, dated December 27, 1991. (1991 Form 10-K -- Exhibit 10.9) 10.14 Contribution, Conveyance and Assumption Agreement, dated December 27, 1991, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P. and Lakehead Pipe Line Company, Limited Partnership. (1991 Form 10-K -- Exhibit 10.10) 10.15 LPL Contribution and Assumption Agreement, dated December 27, 1991, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P. and Lakehead Pipe Line Company, Limited Partnership and Lakehead Services, Limited Partnership. (1991 Form 10-K -- Exhibit 10.11) 10.16 Services Agreement, dated January 1, 1996, between IPL Energy (U.S.A.) Inc. and Lakehead Pipe Line Company, Inc. (1995 Form 10-K -- Exhibit 10.14) 10.17 Amended and Restated Revolving Credit Agreement, dated September 6, 1996, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services, Limited Partnership, Lakehead Pipe Line Company, Limited Partnership and the Bank of Montreal and Harris Trust and Savings Bank. (1996 Form 10-K -- Exhibit 10.15) 10.18 First Amendment to Amended and Restated Revolving Credit Agreement, dated September 6, 1996, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services, Limited Partnership, Lakehead Pipe Line Company, Limited Partnership and the Bank of Montreal. (1996 Form 10-K -- Exhibit 10.16) 10.19 Second Amendment to Amended and Restated Revolving Credit Agreement, dated June 16, 1998, among Lakehead Pipe Line Company, Inc., Lakehead Pipe Line Partners, L.P., Lakehead Services Limited Partnership, Lakehead Pipe Line Company, Limited Partnership and Bank of Montreal, The Toronto Dominion Bank,
EXHIBIT NUMBER DESCRIPTION ------- ----------- Canadian Imperial Bank of Commerce, ABN AMRO Bank, N.V. Cayman Islands Branch and Bank of Montreal, as agent. (Form 10-Q/A, filed September 14, 1998 -- Exhibit 10.1) 10.20 Settlement Agreement, dated August 28, 1996, between Lakehead Pipe Line Company, Limited Partnership and the Canadian Association of Petroleum Producers and the Alberta Department of Energy. (1996 Form 10-K -- Exhibit 10.17) 10.21 Promissory Note, dated as of September 30, 1998, given by Lakehead Pipe Line Company, Limited Partnership, as borrower, to Lakehead Pipe Line Company, Inc., as lender. (1998 Form 10-K-- Exhibit 10.19) 10.22 Treasury Services Agreement, dated January 1, 1996, between IPL Energy Inc. and Lakehead Pipe Line Company, Inc. (1996 Form 10-K -- Exhibit 10.18) 10.23 Tariff Agreement as filed with the Federal Energy Regulatory Commission for the System Expansion Program II and Terrace Expansion Project. (1998 Form 10-K-- Exhibit 10.21) 10.24 Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.1, dated October 20, 1998) 10.25 First Supplemental Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.2, dated October 20, 1998) 10.26 Second Supplemental Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.3, dated October 20, 1998) 10.27 Indenture dated September 15, 1998, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (1998 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.4, dated October 20, 1998) 10.28 Promissory Note, dated as of March 31, 1999, given by Lakehead Pipe Line Company, Limited Partnership, as borrower, to Lakehead Pipe Line Company, Inc., as lender. (1999 Form 10-K-- Exhibit 10.26) 10.29 Third Supplemental Indenture dated November 21, 2000, between Lakehead Pipe Line Company, Limited Partnership and the Chase Manhattan Bank. (2000 Form 8-K of Lakehead Pipe Line Company, Limited Partnership -- Exhibit 4.2, dated November 16, 2000) 21 Subsidiaries of the Registrant. (2000 Form 10-K-- Exhibit 21) 23.1 Consent of PricewaterhouseCoopers LLP. (2000 Form 10-K-- Exhibit 23.1) 27 Financial Data Schedule as of and for the year ended December 31, 2000. (2000 Form 10-K -- Exhibit 27)
EX-3.2 3 h91158aex3-2.txt CERTIFICATE OF AMENDMENT EXHIBIT 3.2 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP OF LAKEHEAD PIPE LINE PARTNERS, L.P. The undersigned, desiring to amend the Certificate of Limited Partnership of Lakehead Pipe Line Partners, L.P. pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows: FIRST: The name of the Limited Partnership is Lakehead Pipe Line Partners, L.P. SECOND: Article 1 of the Certificate of Limited Partnership shall be amended as follows: "The name of the limited partnership is Enbridge Energy Partners, L.P." THIRD: Article 3 of the Certificate of Limited Partnership shall be amended as follows: "The name and business address of the General Partner is as follows: General Partner Address Enbridge Energy Company, Inc. 21 West Superior Street Duluth, MN 55802-2067" FOURTH: The name change shall be effective as of 12:01 A.M. Eastern Standard Time on September 5, 2001. IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 28th day of August, 2001. General Partner Enbridge Energy Company, Inc. By /s/ S. MARK CURWIN ----------------------------- S. Mark Curwin, Corporate Secretary EX-4.1 4 h91158aex4-1.txt FORM OF CERTIFICATE EXHIBIT 4.1 NUMBER CLASS A COMMON UNITS EEP THIS CERTIFICATE IS REGISTERED IN NEW JERSEY AND NEW YORK SEE REVERSE FOR CERTAIN DEFINITIONS ENBRIDGE CUSIP 29250R 10 6 ENBRIDGE ENERGY PARTNERS, L.P. CERTIFICATE EVIDENCING CLASS A COMMON UNITS REPRESENTING CLASS A COMMON LIMITED PARTNER INTERESTS THIS CERTIFIES THAT IS THE REGISTERED HOLDER OF CLASS A COMMON UNITS, representing Class A common limited partner interests in Enbridge Energy Partners, L.P., a limited partnership formed under the laws of the State of Delaware (the "Partnership"), transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed and accompanied by a properly executed application for transfer of the Class A Common Units represented by the Certificate. This Certificate and the Class A Common Units represented hereby are issued and shall in all respects be subject to all of the provisions of the Agreement of Limited Partnership of the Partnership, as amended or restated from time to time, to all of which the holder, by acceptance hereof, assents, and to the additional terms and provisions on the reverse side hereof. Witness the facsimile signatures of the duly authorized officers of the General Partner of the Partnership. Enbridge Energy Company, Inc. Dated: Countersigned and Registered; Mellon Investor Services LLC Transfer Agent and Registrar By (SEAL) By /s/ S. MARK CURWIN By /s/ DAN C. TUTCHER S. Mark Curwin Dan C. Tutcher Authorized Signature Corporate Secretary President FURTHER CONDITIONS AND AGREEMENTS FORMING PART OF THIS CERTIFICATE APPEAR ON THE REVERSE SIDE. EX-4.3 5 h91158aex4-3.txt AMENDMENT AGREEMENT OF LIMITED PARNERSHIP EXHIBIT 4.3 AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LAKEHEAD PIPE LINE PARTNERS, L.P. This amendment to the Amended and Restated Agreement of Limited Partnership of Lakehead Pipe Line Partners, L. P. (the "Partnership") is entered into by and among Enbridge Energy Company, Inc. (formerly Lakehead Pipe Line Company, Inc.), a Delaware corporation ("the General Partner") as General Partner of the Partnership, and the Limited Partners of the Partnership, as hereinafter provided. WHEREAS, the General Partner and the other parties thereto entered into that certain Amended and Restated Agreement of Limited Partnership of the Partnership dated as of April 15, 1997 (the "Agreement"); WHEREAS, the General Partner has changed its name to "Enbridge Energy Company, Inc." and desires to change the name of the Partnership to "Enbridge Energy Partners, L.P." and the name of Lakehead Pipeline Company, Limited Partnership, a Delaware limited partnership (the "Operating Partnership"), to "Enbridge Energy, Limited Partnership"; and WHEREAS, Article XV of the Agreement permits the General Partner to amend the Agreement to change the name of the Partnership and to take certain other actions which, in the sole discretion of the General Partner, do not adversely affect the Limited Partners in any material respect, without the consent of Limited Partners. NOW THEREFORE, in order to change the name of Partnership and to reflect the change in name of the General Partner and the Operating Partnership, the General Partner does hereby amend the Amended and Restated Agreement of Limited Partnership of the Partnership as follows: 1. The first sentence of Section 1.2 is hereby amended to read as follows: "The name of the Partnership shall be Enbridge Energy Partners, L.P." 2. The definition of "Company" in Article II is hereby amended in its entirety to read as follows: ""Company" means Enbridge Energy Company, Inc., a Delaware corporation." 3. The definition of "Operating Partnership" in Article II is hereby amended in its entirety to read as follows: ""Operating Partnership" means Enbridge Energy, Limited Partnership, a Delaware limited partnership established pursuant to the Operating Partnership Agreement, and any successor thereto." 4. The definition of "Operating Partnership Agreement" in Article II is hereby amended in its entirety to read as follows: ""Operating Partnership Agreement" means the Agreement of Limited Partnership of Enbridge Energy, Limited Partnership, as it may be amended, supplemented or restated from time to time." 5. The definition of "Partnership" in Article II is hereby amended in its entirety to read as follows: ""Partnership" means Enbridge Energy Partners, L.P., a Delaware limited partnership established pursuant to this Agreement, and any successor thereto." IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the 28th day of August, 2001. GENERAL PARTNER: ENBRIDGE ENERGY COMPANY, INC. (formerly Lakehead Pipe Line Company, Inc.) By: /s/ S. MARK CURWIN ------------------------------------------ Name: S. Mark Curwin Title: Corporate Secretary LIMITED PARTNERS: All Limited Partners now and hereafter admitted as limited partners of the Partnership, pursuant to Powers of Attorney now and hereafter executed in favor of, and granted and delivered to, the General Partner By: Enbridge Energy Company, Inc., General Partner, as attorney-in-fact for all Limited Partners pursuant to the Powers of Attorney granted pursuant to Section 1.4 of the Agreement. By: /s/ MICHAEL J. MILLER ------------------------------------- Name: Michael J. Miller Title: Assistant Chief Accountant