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Subscribers | 2002 |
Limited Liability Company Agreement [Amended and Restated]
Limited Liability Company Agreement [Amended and Restated] (185K)
Doc #111872: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-3.3
{SEQUENCE}5
{PAGE}
EXHIBIT 3.3
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ENBRIDGE ENERGY MANAGEMENT, L.L.C.
DATED AS OF ________________, 2002
{PAGE}
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ENBRIDGE ENERGY MANAGEMENT, L.L.C.
A DELAWARE LIMITED LIABILITY COMPANY
TABLE OF CONTENTS
{Table}
{S} {C}
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions................................................................1
SECTION 1.02. Construction...............................................................7
ARTICLE II
ORGANIZATION
SECTION 2.01. Formation and Continuation.................................................8
SECTION 2.02. Name.......................................................................8
SECTION 2.03. Registered Office; Registered Agent; Principal Office; Other Offices.......8
SECTION 2.04. Purpose; Powers............................................................8
SECTION 2.05. Foreign Qualification......................................................9
SECTION 2.06. Power of Attorney..........................................................9
SECTION 2.07. Term......................................................................10
SECTION 2.08. Taxation as Corporation; No State-Law Partnership.........................10
SECTION 2.09. Title to Company Assets...................................................10
ARTICLE III
SHAREHOLDERS; CERTIFICATES;
TRANSFER OF COMPANY SECURITIES
SECTION 3.01. Shareholders..............................................................11
SECTION 3.02. No Liability to Third Parties.............................................11
SECTION 3.03. No Resignation or Expulsion...............................................11
SECTION 3.04. Certificates..............................................................11
SECTION 3.05. Register, Registration of Transfer and Exchange...........................12
SECTION 3.06. Mutilated, Destroyed, Lost or Stolen Certificates.........................13
ARTICLE IV
AUTHORIZATION AND ISSUANCE OF COMPANY SECURITIES
SECTION 4.01. Company Securities........................................................14
SECTION 4.02. Voting Shares.............................................................15
SECTION 4.03. Listed Shares.............................................................17
SECTION 4.04. Splits and Combinations...................................................20
SECTION 4.05. Withholding...............................................................21
i
{Page}
111872
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Enbridge Energy Partners,
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Enbridge Energy Partners, L – Voting Shares
pursuant to SECTION 4.02(b), and (ii) any matter that is presented to the
Record Holders of Listed Shares pursuant to SECTION 4.03(d).
"PARTNERSHIP" means Enbridge Energy Partners, L .P., a Delaware limited
partnership.
"PARTNERSHIP AGREEMENT" means the Third Amended and Restated Agreement
of Limited Partnership of the Partnership dated as of _____________, 2002, as
amended, supplemented or
_____________
Enbridge Energy Partners, L – the value of such the other
consideration (and therefore the price paid for such Listed Shares) shall be
as determined by the Board of Directors of the Purchaser.
"PARTNERSHIP" means Enbridge Energy Partners, L .P., a Delaware limited
partnership.
"PARTNERSHIP AGREEMENT" means the Third Amended and Restated Agreement
of Limited Partnership of the Partnership, dated as of _________, 2002.
"PARTNERSHIP NOTICE" has the
_____________
dt 1318592
;
Enbridge
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
ENBRIDGE INC –
ENBRIDGE INC
_____________
"ENBRIDGE INC. – of, a foreclosure of an
Encumbrance; but such terms shall not include the creation of an Encumbrance.
"DISSOLUTION EVENT" has the meaning assigned to it in SECTION 7.01(a).
"ENBRIDGE INC. " means Enbridge Inc., a Canadian corporation, and its
successor by merger, consolidation or acquisition of all or substantially all
of its assets.
3
"ENCUMBER", "ENCUMBERING" or "ENCUMBRANCE" means
_____________
Enbridge Inc. – of an
Encumbrance; but such terms shall not include the creation of an Encumbrance.
"DISSOLUTION EVENT" has the meaning assigned to it in SECTION 7.01(a).
"ENBRIDGE INC." means Enbridge Inc. , a Canadian corporation, and its
successor by merger, consolidation or acquisition of all or substantially all
of its assets.
3
"ENCUMBER", "ENCUMBERING" or "ENCUMBRANCE" means the creation of
_____________
Enbridge Inc. – Entity.
"PRIOR AGREEMENT" means the Limited Liability Company Agreement of the
Company dated as of May 14, 2002.
5
"PURCHASE PROVISIONS" means the Purchase Provisions executed and
adopted by Enbridge Inc. and attached hereto as Annex A, as amended,
supplemented or restated from time to time, which are an integral part of
this Agreement.
"RECORD DATE" means the date established
_____________
Enbridge Inc. – the Organizational Certificate, this
Agreement or otherwise) in its capacity as a Shareholder.
"TAX INDEMNIFICATION AGREEMENT" means the Tax Indemnification Agreement
dated as of _______________, 2002 between the Company and Enbridge Inc. , as
amended, supplemented or restated from time to time.
6
"TAX STATUS EVENT" means any event causing the Partnership to be
taxable as a corporation or otherwise taxed
_____________
dt 1848607
;
|
Energy Partners
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Energy Partners, L – Shares
pursuant to SECTION 4.02(b), and (ii) any matter that is presented to the
Record Holders of Listed Shares pursuant to SECTION 4.03(d).
"PARTNERSHIP" means Enbridge Energy Partners, L .P., a Delaware limited
partnership.
"PARTNERSHIP AGREEMENT" means the Third Amended and Restated Agreement
of Limited Partnership of the Partnership dated as of _____________, 2002, as
amended, supplemented or
_____________
Energy Partners, L – value of such the other
consideration (and therefore the price paid for such Listed Shares) shall be
as determined by the Board of Directors of the Purchaser.
"PARTNERSHIP" means Enbridge Energy Partners, L .P., a Delaware limited
partnership.
"PARTNERSHIP AGREEMENT" means the Third Amended and Restated Agreement
of Limited Partnership of the Partnership, dated as of _________, 2002.
"PARTNERSHIP NOTICE" has the
_____________
dt 1527738
;
 Cede
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Cede & Co – b) The Company Securities may be represented by global certificates
issued in the name of Cede & Co . (or such other name as the depositary may
direct), as nominee for the Depositary
dt 38716
;
More... |
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Subscribers | 2002 |
Limited Liability Company Agreement [Amended and Restated]
Limited Liability Company Agreement [Amended and Restated] (185K)
Doc #111874: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-3.3
{SEQUENCE}5
{PAGE}
EXHIBIT 3.3
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ENBRIDGE ENERGY MANAGEMENT, L.L.C.
DATED AS OF ________________, 2002
{PAGE}
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ENBRIDGE ENERGY MANAGEMENT, L.L.C.
A DELAWARE LIMITED LIABILITY COMPANY
TABLE OF CONTENTS
{Table}
{S} {C}
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions................................................................1
SECTION 1.02. Construction...............................................................7
ARTICLE II
ORGANIZATION
SECTION 2.01. Formation and Continuation.................................................8
SECTION 2.02. Name.......................................................................8
SECTION 2.03. Registered Office; Registered Agent; Principal Office; Other Offices.......8
SECTION 2.04. Purpose; Powers............................................................8
SECTION 2.05. Foreign Qualification......................................................9
SECTION 2.06. Power of Attorney..........................................................9
SECTION 2.07. Term......................................................................10
SECTION 2.08. Taxation as Corporation; No State-Law Partnership.........................10
SECTION 2.09. Title to Company Assets...................................................10
ARTICLE III
SHAREHOLDERS; CERTIFICATES;
TRANSFER OF COMPANY SECURITIES
SECTION 3.01. Shareholders..............................................................11
SECTION 3.02. No Liability to Third Parties.............................................11
SECTION 3.03. No Resignation or Expulsion...............................................11
SECTION 3.04. Certificates..............................................................11
SECTION 3.05. Register, Registration of Transfer and Exchange...........................12
SECTION 3.06. Mutilated, Destroyed, Lost or Stolen Certificates.........................13
ARTICLE IV
AUTHORIZATION AND ISSUANCE OF COMPANY SECURITIES
SECTION 4.01. Company Securities........................................................14
SECTION 4.02. Voting Shares.............................................................15
SECTION 4.03. Listed Shares.............................................................17
SECTION 4.04. Splits and Combinations...................................................20
SECTION 4.05. Withholding...............................................................21
i
{Page}
111874
|
Enbridge Energy Partners,
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Enbridge Energy Partners, L – Voting Shares
pursuant to SECTION 4.02(b), and (ii) any matter that is presented to the
Record Holders of Listed Shares pursuant to SECTION 4.03(d).
"PARTNERSHIP" means Enbridge Energy Partners, L .P., a Delaware limited
partnership.
"PARTNERSHIP AGREEMENT" means the Third Amended and Restated Agreement
of Limited Partnership of the Partnership dated as of _____________, 2002, as
amended, supplemented or
_____________
Enbridge Energy Partners, L – the value of such the other
consideration (and therefore the price paid for such Listed Shares) shall be
as determined by the Board of Directors of the Purchaser.
"PARTNERSHIP" means Enbridge Energy Partners, L .P., a Delaware limited
partnership.
"PARTNERSHIP AGREEMENT" means the Third Amended and Restated Agreement
of Limited Partnership of the Partnership, dated as of _________, 2002.
"PARTNERSHIP NOTICE" has the
_____________
dt 1318593
;
Enbridge
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
"ENBRIDGE INC. – of, a foreclosure of an
Encumbrance; but such terms shall not include the creation of an Encumbrance.
"DISSOLUTION EVENT" has the meaning assigned to it in SECTION 7.01(a).
"ENBRIDGE INC. " means Enbridge Inc., a Canadian corporation, and its
successor by merger, consolidation or acquisition of all or substantially all
of its assets.
3
{Page}
"ENCUMBER", "ENCUMBERING" or "ENCUMBRANCE" means
_____________
Enbridge Inc. – of an
Encumbrance; but such terms shall not include the creation of an Encumbrance.
"DISSOLUTION EVENT" has the meaning assigned to it in SECTION 7.01(a).
"ENBRIDGE INC." means Enbridge Inc. , a Canadian corporation, and its
successor by merger, consolidation or acquisition of all or substantially all
of its assets.
3
{Page}
"ENCUMBER", "ENCUMBERING" or "ENCUMBRANCE" means the creation of
_____________
Enbridge Inc. – Entity.
"PRIOR AGREEMENT" means the Limited Liability Company Agreement of the
Company dated as of May 14, 2002.
5
{Page}
"PURCHASE PROVISIONS" means the Purchase Provisions executed and
adopted by Enbridge Inc. and attached hereto as Annex A, as amended,
supplemented or restated from time to time, which are an integral part of
this Agreement.
"RECORD DATE" means the date established
_____________
Enbridge Inc. – the Organizational Certificate, this
Agreement or otherwise) in its capacity as a Shareholder.
"TAX INDEMNIFICATION AGREEMENT" means the Tax Indemnification Agreement
dated as of _______________, 2002 between the Company and Enbridge Inc. , as
amended, supplemented or restated from time to time.
6
{Page}
"TAX STATUS EVENT" means any event causing the Partnership to be
taxable as a corporation or otherwise taxed
_____________
Enbridge Inc. – the
several underwriters named in Schedule I to the Underwriting Agreement.
"UNDERWRITING AGREEMENT" means the Underwriting Agreement dated as of
_________, 2002 among the Underwriters, the Company, the Organizational
Shareholder, Enbridge Inc. , and the Partnership, providing for the purchase
of Listed Shares by the Underwriters, as amended, supplemented or restated
from time to time.
"UNIT" has the meaning assigned to it
_____________
dt 1318616
;
|
Energy Partners
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Energy Partners, L – Shares
pursuant to SECTION 4.02(b), and (ii) any matter that is presented to the
Record Holders of Listed Shares pursuant to SECTION 4.03(d).
"PARTNERSHIP" means Enbridge Energy Partners, L .P., a Delaware limited
partnership.
"PARTNERSHIP AGREEMENT" means the Third Amended and Restated Agreement
of Limited Partnership of the Partnership dated as of _____________, 2002, as
amended, supplemented or
_____________
Energy Partners, L – value of such the other
consideration (and therefore the price paid for such Listed Shares) shall be
as determined by the Board of Directors of the Purchaser.
"PARTNERSHIP" means Enbridge Energy Partners, L .P., a Delaware limited
partnership.
"PARTNERSHIP AGREEMENT" means the Third Amended and Restated Agreement
of Limited Partnership of the Partnership, dated as of _________, 2002.
"PARTNERSHIP NOTICE" has the
_____________
dt 1527739
;
Cede
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Cede & Co – b) The Company Securities may be represented by global certificates
issued in the name of Cede & Co . (or such other name as the depositary may
direct), as nominee for the Depositary
dt 38717
;
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Subscribers | 2001 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (97K)
Doc #114366: Click preview link for longer preview.
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Dated as of December 4, 2000
among
Grant Prideco, Inc.,
The Guarantors from time to time party hereto, and
Lehman Brothers Inc., on behalf of the Initial Purchasers
{PAGE} 2
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
This Exchange and Registration Rights Agreement (this
"Agreement") is made and entered into as of December 4, 2000 by and among Grant
Prideco, Inc., a Delaware corporation (the "Company"), the Guarantors (as
defined herein) and Lehman Brothers Inc. on behalf of Deutsche Bank Securities
Inc., UBS Warburg LLC and Simmons & Company International (collectively, the
"Initial Purchasers").
This Agreement is made pursuant to the Purchase Agreement,
dated November 29, 2000 (the "Purchase Agreement"), by and among the Company,
the Existing Guarantors (as defined herein) and the Initial Purchasers, which
provides for the sale by the Company to the Initial Purchasers of $200,000,000
aggregate principal amount of the Company's 9 5/8% Senior Notes due 2007 (the
"Notes"). The Notes are, and the Exchange Notes (as defined herein) will be,
guaranteed on a senior basis by the Guarantors (as defined herein). In order to
induce the Initial Purchasers to purchase the Notes, the Company and the
Existing Guarantors have agreed to provide the registration rights set forth in
this Agreement. The execution and delivery of this Agreement is a condition to
the obligations of the Initial Purchasers set forth in Section 7 of the Purchase
Agreement.
The parties hereby agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following capitalized terms
shall have the following meanings:
Additional Guarantor: Any subsidiary of the Company that
executes a Guarantee under the Indenture after the date of this Agreement.
Advice: As defined in Section 6(e) hereof.
Blackout Period: As defined in Section 5(a) hereof.
Blue Sky Application: As defined in Section 8(a) hereof.
Broker-Dealer: Any broker or dealer registered under the
Exchange Act.
Closing Date: The date of this Agreement.
Commission: The U.S. Securities and Exchange Commission.
Consummate: A Registered Exchange Offer shall be deemed
"Consummated" for purposes of this Agreement upon the occurrence of (i) the
filing and effectiveness under the Securities Act of the Exchange Offer
Registration Statement relating to the Exchange Notes to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously
effective and the keeping of the Exchange
114366
|
Grant Prideco
As referenced in this Exchange and Registration Rights Agreement:
GRANT PRIDECO INC –
GRANT PRIDECO INC
_____________
Grant Prideco, Inc. –
EX-10.13
8
1
EXHIBIT 10.13
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Dated as of December 4, 2000
among
Grant Prideco, Inc. ,
The Guarantors from time to time party hereto, and
Lehman Brothers Inc., on behalf of the Initial Purchasers
2
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
This Exchange and Registration
_____________
Grant
Prideco, Inc. – Initial Purchasers
2
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
This Exchange and Registration Rights Agreement (this
"Agreement") is made and entered into as of December 4, 2000 by and among Grant
Prideco, Inc. , a Delaware corporation (the "Company"), the Guarantors (as
defined herein) and Lehman Brothers Inc. on behalf of Deutsche Bank Securities
Inc., UBS Warburg LLC and Simmons & Company International (collectively,
_____________
Grant Prideco, Inc. – set forth on the
records of the Registrar under the Indenture, with a copy to
the Registrar under the Indenture; and
(ii) if to the Company or the Guarantors to:
Grant Prideco, Inc.
1450 Lake Robbins Drive, Suite 600
The Woodlands, Texas 77380
Attention: Philip A. Choyce
Fax: (281) 582-2895
with a copy to:
Fulbright & Jaworski L.L.P.
1301 McKinney,
_____________
GRANT PRIDECO, INC. – such subject matter.
Signature pages follow.
25
27
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
Very truly yours,
THE COMPANY:
GRANT PRIDECO, INC.
By: /s/ John C. Coble
--------------------------------------
John C. Coble
President and CEO
THE GUARANTORS:
GP EXPATRIATE SERVICES, INC.
By: /s/ John C. Coble
--------------------------------------
John C. Coble
President and CEO
GRANT
_____________
dt 1848647
;
Grant Prideco
As referenced in this Exchange and Registration Rights Agreement:
Grant Prideco, Inc. – p class=MsoNormal>
{DOCUMENT}
{TYPE}EX-10.13
{SEQUENCE}8
{PAGE} 1
EXHIBIT 10.13
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Dated as of December 4, 2000
among
Grant Prideco, Inc. ,
The Guarantors from time to time party hereto, and
Lehman Brothers Inc., on behalf of the Initial Purchasers
{PAGE} 2
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
This Exchange and Registration
_____________
Grant
Prideco, Inc. – Initial Purchasers
{PAGE} 2
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
This Exchange and Registration Rights Agreement (this
"Agreement") is made and entered into as of December 4, 2000 by and among Grant
Prideco, Inc. , a Delaware corporation (the "Company"), the Guarantors (as
defined herein) and Lehman Brothers Inc. on behalf of Deutsche Bank Securities
Inc., UBS Warburg LLC and Simmons & Company International (collectively,
_____________
Grant Prideco, Inc. – set forth on the
records of the Registrar under the Indenture, with a copy to
the Registrar under the Indenture; and
(ii) if to the Company or the Guarantors to:
Grant Prideco, Inc.
1450 Lake Robbins Drive, Suite 600
The Woodlands, Texas 77380
Attention: Philip A. Choyce
Fax: (281) 582-2895
with a copy to:
Fulbright & Jaworski L.L.P.
1301 McKinney,
_____________
GRANT PRIDECO, INC. – such subject matter.
Signature pages follow.
25
{PAGE} 27
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
Very truly yours,
THE COMPANY:
GRANT PRIDECO, INC.
By: /s/ John C. Coble
--------------------------------------
John C. Coble
President and CEO
THE GUARANTORS:
GP EXPATRIATE SERVICES, INC.
By: /s/ John C. Coble
--------------------------------------
John C. Coble
President and CEO
GRANT
_____________
dt 1318685
;
UBS Warburg
As referenced in this Exchange and Registration Rights Agreement:
UBS Warburg LLC – Prideco, Inc., a Delaware corporation (the "Company"), the Guarantors (as
defined herein) and Lehman Brothers Inc. on behalf of Deutsche Bank Securities
Inc., UBS Warburg LLC and Simmons & Company International (collectively, the
"Initial Purchasers").
This Agreement is made pursuant to the Purchase Agreement,
dated November 29, 2000 (the "
_____________
dt 106344
;
|
Deutsche Bank
As referenced in this Exchange and Registration Rights Agreement:
Deutsche Bank Securities
Inc – by and among Grant
Prideco, Inc., a Delaware corporation (the "Company"), the Guarantors (as
defined herein) and Lehman Brothers Inc. on behalf of Deutsche Bank Securities
Inc ., UBS Warburg LLC and Simmons & Company International (collectively, the
"Initial Purchasers").
This Agreement is made pursuant to the Purchase Agreement,
dated November
_____________
dt 98491
;
Lehman Brothers
As referenced in this Exchange and Registration Rights Agreement:
Lehman Brothers Inc – AND REGISTRATION RIGHTS AGREEMENT
Dated as of December 4, 2000
among
Grant Prideco, Inc.,
The Guarantors from time to time party hereto, and
Lehman Brothers Inc ., on behalf of the Initial Purchasers
{PAGE} 2
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
This Exchange and Registration Rights Agreement (this
"Agreement") is
_____________
Lehman Brothers Inc – into as of December 4, 2000 by and among Grant
Prideco, Inc., a Delaware corporation (the "Company"), the Guarantors (as
defined herein) and Lehman Brothers Inc . on behalf of Deutsche Bank Securities
Inc., UBS Warburg LLC and Simmons & Company International (collectively, the
"Initial Purchasers").
This Agreement is made
_____________
Lehman Brothers Inc – in
addition to one local counsel) at any time for all such indemnified parties,
which firm shall be designated in writing by (x) Lehman Brothers Inc . if the
indemnified parties under this Section 8 consist of the Initial Purchasers or
any of their respective officers, employees or controlling
_____________
LEHMAN BROTHERS INC – general partner
By: /s/ John C. Coble
--------------------------------------
John C. Coble
President and CEO
28
{PAGE} 30
Accepted on behalf of the Initial Purchasers:
LEHMAN BROTHERS INC .
By: /s/ Authorized Signatory
-----------------------------------
Name:
Title:
29
_____________
dt 104892
;
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Subscribers | 2002 |
Registration Rights Agreement
Registration Rights Agreement (65K)
Doc #124964: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
November 19, 2002
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
Varco International, Inc., a Delaware corporation (the Issuer), proposes to issue and sell to Salomon Smith Barney Inc. (the Initial Purchaser), upon the terms set forth in a purchase agreement dated November 14, 2002 (the Purchase Agreement), $150,000,000 aggregate principal amount of its 5.5% Senior Notes due 2012 (the Initial Securities) to be guaranteed (the Guaranties) by Varco I/P, Inc.; Tubo-FGS, LLC; Tuboscope ( . . .
124964
|
Varco
As referenced in this Registration Rights Agreement:
VARCO INTERNATIONAL, INC. –
Registration Rights Agreement
EX-4.11 11 dex411.htm REGISTRATION RIGHTS AGREEMENT
EXHIBIT 4.11
Registration Rights Agreement
$150,000,000
VARCO INTERNATIONAL, INC.
5.5% Senior Notes due 2012
REGISTRATION RIGHTS AGREEMENT
November 19, 2002
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
Varco International, Inc.,
_____________
Varco International, Inc. – 000
VARCO INTERNATIONAL, INC.
5.5% Senior Notes due 2012
REGISTRATION RIGHTS AGREEMENT
November 19, 2002
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
Varco International, Inc. , a Delaware corporation (the Issuer), proposes to issue and sell to Salomon Smith Barney Inc. (the Initial Purchaser), upon the terms set forth in a purchase agreement dated November
_____________
Varco International, Inc. – with a copy to:
Simpson Thacher & Bartlett
425 Lexington Ave.
New York, NY 10017
Attention: Wilson S. Neely, Esq.
(3) if to the Company, at its address as follows:
Varco International, Inc.
2000 W. Sam Houston Parkway South, Suite 1700
Houston, Texas 77042
Attention: General Counsel
with a copy to:
Latham & Watkins
650 Town Center Drive, 20th Floor
Costa Mesa,
_____________
VARCO INTERNATIONAL, INC. – hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchaser, the Issuer and the Guarantors in accordance with its terms.
Very truly yours,
VARCO INTERNATIONAL, INC.
By:
/s/ Joseph C. Winkler
Name:
Joseph C. Winkler
Title:
Executive Vice President and
Chief Financial Officer
TVI HOLDINGS, L.L.C.
By:
/s/ Joseph C. Winkler
Name:
Joseph
_____________
dt 1440934
;
Varco
As referenced in this Registration Rights Agreement:
VARCO INTERNATIONAL, INC. –
Registration Rights Agreement
EX-4.11 11 dex411.htm REGISTRATION RIGHTS AGREEMENT
EXHIBIT 4.11
Registration Rights Agreement
$150,000,000
VARCO INTERNATIONAL, INC.
5.5% Senior Notes due 2012
REGISTRATION RIGHTS AGREEMENT
November 19, 2002
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
Varco International, Inc.,
_____________
Varco International, Inc. – 000
VARCO INTERNATIONAL, INC.
5.5% Senior Notes due 2012
REGISTRATION RIGHTS AGREEMENT
November 19, 2002
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
Varco International, Inc. , a Delaware corporation (the Issuer), proposes to issue and sell to Salomon Smith Barney Inc. (the Initial Purchaser), upon the terms set forth in a purchase agreement dated November
_____________
Varco International, Inc. – with a copy to:
Simpson Thacher & Bartlett
425 Lexington Ave.
New York, NY 10017
Attention: Wilson S. Neely, Esq.
(3) if to the Company, at its address as follows:
Varco International, Inc.
2000 W. Sam Houston Parkway South, Suite 1700
Houston, Texas 77042
Attention: General Counsel
with a copy to:
Latham & Watkins
650 Town Center Drive, 20th Floor
Costa Mesa,
_____________
VARCO INTERNATIONAL, INC. – hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchaser, the Issuer and the Guarantors in accordance with its terms.
Very truly yours,
VARCO INTERNATIONAL, INC.
By:
/s/ Joseph C. Winkler
Name:
Joseph C. Winkler
Title:
Executive Vice President and
Chief Financial Officer
TVI HOLDINGS, L.L.C.
By:
/s/ Joseph C. Winkler
Name:
Joseph
_____________
dt 1440965
;
BNY
As referenced in this Registration Rights Agreement:
Bank of New York – dated as of the date hereof (the Indenture) among the Issuer, the Guarantors and The Bank of New York Trust Company of Florida, N.A. (the Trustee). As an inducement to the Initial Purchaser,
dt 41553
;
|
DTC
As referenced in this Registration Rights Agreement:
Depository Trust Company – the Initial Securities and the Exchange Securities in a form eligible for deposit with The Depository Trust Company .
(l) The Company will comply with all rules and regulations of the Commission to
dt 47870
;
Salomon
As referenced in this Registration Rights Agreement:
Salomon Smith Barney – 4.11
Registration Rights Agreement
$150,000,000
VARCO INTERNATIONAL, INC.
5.5% Senior Notes due 2012
REGISTRATION RIGHTS AGREEMENT
November 19, 2002
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Dear Sirs:
Varco International, Inc., a Delaware corporation (the Issuer), proposes to issue and
_____________
Salomon Smith Barney – Greenwich Street
New York, New York 10013
Dear Sirs:
Varco International, Inc., a Delaware corporation (the Issuer), proposes to issue and sell to Salomon Smith Barney Inc. (the Initial Purchaser), upon the terms set forth in a purchase agreement dated November 14, 2002 (the Purchase Agreement), $150,000,000
_____________
Salomon Smith Barney – telefaxed or air courier which guarantees overnight delivery, and, if sent to the Initial Purchaser will be mailed, delivered or telefaxed to the Salomon Smith Barney General Counsel (Fax No.: (212) 816-7912) and confirmed to the General Counsel, Salomon Smith Barney at the address below, or, if sent
_____________
Salomon Smith Barney – be mailed, delivered or telefaxed to the Salomon Smith Barney General Counsel (Fax No.: (212) 816-7912) and confirmed to the General Counsel, Salomon Smith Barney at the address below, or, if sent to the Company, will be mailed, delivered or telefaxed to the Companys General Counsel (Fax. No.: (
_____________
Salomon Smith Barney – Holder of the Securities, at the most current address given by such Holder to the Company.
15
(2) if to the Initial Purchaser:
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Attention: General Counsel
with a copy to:
Simpson Thacher & Bartlett
425 Lexington Ave.
New
_____________
dt 87316
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More... |
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Subscribers | 2003 |
Operating Agreement
Operating Agreement (80K)
Doc #130550: Click preview link for longer preview.
AIR LOGISTICS, L.L.C.
(A LOUISIANA LIMITED LIABILITY COMPANY)
OPERATING AGREEMENT
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C} {C}
ARTICLE I
Introduction
Section 1.1 Formation....................................................................................... 1
Section 1.2 Name............................................................................................ 1
Section 1.3 Registered Office; Registered Agent; Principal Office; Other Offices............................ 1
Section 1.4 Defined Terms................................................................................... 1
Section 1.5 Company Purpose................................................................................. 3
ARTICLE II
Members, Membership Interests
Section 2.1 Names, Addresses, Initial Capital Contributions and Percentage Interest of Members.............. 3
Section 2.2 Form of Contribution............................................................................ 4
Section 2.3 Member Loans or Services........................................................................ 4
Section 2.4 Admission of Additional Members................................................................. 4
Section 2.5 Limitation on Liability......................................................................... 4
Section 2.6 No State Law Partnership........................................................................ 4
ARTICLE III
Management and Control of Business
Section 3.1 Overall Management Vested in Managers........................................................... 4
Section 3.2 Powers of the Managers.......................................................................... 5
Section 3.3 Limitation on Management........................................................................ 6
Section 3.4 Manager Compensation............................................................................ 7
Section 3.5 Reimbursement of Expenses....................................................................... 7
Section 3.6 Other Activities................................................................................ 7
Section 3.7 Meetings of the Members......................................................................... 7
ARTICLE IV
Accounting and Records
Section 4.1 Records and Accounting.......................................................................... 8
Section 4.2 Access to Accounting Records.................................................................... 8
Section 4.3 Annual and Tax Information...................................................................... 8
Section 4.4 Accounting Decisions............................................................................ 8
Section 4.5 Federal Income Tax Elections.................................................................... 9
ARTICLE V
Allocations; Capital Accounts and Distributions
Section 5.1 Allocations..................................................................................... 9
Section 5.2 Capital Accounts................................................................................ 9
Section 5.3 Distribution of Available Cash.................................................................. 10
Section 5.4 Discretionary Distributions..................................................................... 10
{/TABLE}
-i-
{PAGE}
{TABLE}
{S} {C} {C}
ARTICLE VI
Changes in Members
Section 6.1 Consent of Other Members....................................................................... 10
Section 6.2 Death, Interdiction, Withdrawal, etc. of a Member.............................................. 10
Section 6.3 Security Interest.............................................................................. 11
Section 6.4 Rights of Assignee; Admission of Substitute Members............................................ 11
Section 6.5 Additional Transfer Restriction................................................................ 11
ARTICLE VII
Dissolution
Section 7.1 Events Causing Dissolution..................................................................... 11
Section 7.2 Winding Up..................................................................................... 11
Section 7.3 Distribution of Assets......................................................................... 12
Section 7.4 Distributions in Kind.......................................................................... 12
Section 7.5 Distributions.................................................................................. 12
ARTICLE VIII
Miscellaneous
Section 8.1 Specific Performance........................................................................... 12
Section 8.2 Complete Agreement............................................................................. 12
Section 8.3 Governing Law.................................................................................. 13
Section 8.4 Binding Effect................................................................................. 13
Section 8.5 Terms.......................................................................................... 13
Section 8.6 Headings....................................................................................... 13
Section 8.7 Severability................................................................................... 13
Section 8.8 Multiple Counterparts.......................................................................... 13
Section 8.9 Additional Documents and Acts.................................................................. 13
Section 8.10 No Third Party Beneficiary..................................................................... 13
Section 8.11 References to this Agreement................................................................... 14
Section 8.12 Notices........................................................................................ 14
Section 8.13 Amendments..................................................................................... 14
Section 8.14 Title to Company Property...................................................................... 14
EXHIBIT A........................................................................................................ 16
EXHIBIT B........................................................................................................ 17
EXHIBIT C........................................................................................................ 18
{/TABLE}
-ii-
{PAGE}
Whereas, Air Logistics, L.L.C., a Louisiana Limited Liability Company,
has been formed as described hereinafter; and
Whereas, the parties to this Operating Agreement ("Agreement"), as the
Members of the Company enter into this Operating Agreement as the Company's and
said Member's binding agreement and for all purposes permitted for an operating
agreement under Louisiana law; and
Whereas, following the designation herein of the Managers of the
Company, it is contemplated that the Company, acting through one of its
Managers, will intervene in and execute this Agreement;
Now, Therefore, in consideration of the premises, the parties agree as
follows:
ARTICLE I
Introduction
Section 1.1 Formation. The Company has been organized as a
Louisiana Limited Liability Company by the filing of Articles of Organization
(the "Articles") pursuant to the Act and the issuance of a certificate of
organization for the Company by the Secretary of State of Louisiana.
Section 1.2 Name. The name of the Company is Air Logistics,
L.L.C. and all Company business must be conducted in that name or such other
names that comply with applicable law as the Members may select from time to
time.
Section 1.3 Registered Office; Registered Agent; Principal
Office; Other Offices. The registered office of the Company required by the Act
to be maintained in the State of Louisiana shall be the office of the initial
registered agent named in the initial report ified with the Articles or such
other office (which need not be a place of business of the Company) as the
Managers may designate from time to time in the manner provided by law. The
registered agent of the Company in the State of Louisiana shall be the initial
registered agent named in the initial report flied with the Articles or such
other person or persons as the Managers may designate from time to time in the
manner provided by law. The principal office of the Company shall be at 224 Rue
de Jean, Lafayette, Louisiana 70508 or such other place as the Managers may
designate from time to time upon notice to the Members. The Company may have
such other offices as the Managers may designate from time to time upon notice
to the Members.
Section 1.4 Defined Terms. The tennis used in this Agreement with
their initial letters capitalized, shall, unless the context otherwise requires
or unless otherwise expressly provided herein, have the meanings specified in
this Section 1.4. The singular shall include the plural and the masculine gender
shall include the feminine and neuter, and vice versa, as the context requires.
When used in this Agreement, the following terms shall have the meanings set
forth below:
"Act" shall mean the Louisiana Limited Liability Company Law and any
successor statute, as the same may be amended from time to time.
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OLI
As referenced in this Operating Agreement:
Offshore Logistics, Inc. – of the Company will be held and conveyed in the name of the Company.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of October 7, 1997.
MEMBERS:
Offshore Logistics, Inc.
By: /s/ GEORGE M. SMALL
----------------------------------------
George M. Small, Vice President
Intervention by the Company
Air Logistics, L.L.C.
By:/s/ DRURY A. MILKE
-----------------------------------------
Drury A. Milke, Manager
-14-
{
_____________
Offshore Logistics, Inc. – AGREED VALUE OF
INITIAL MEMBERS NUMBER OF INTEREST IN PROPERTY PERCENTAGE
NAMES AND ADDRESSES UNITS DESCRIBED ON EXHIBIT B INTEREST
---------------------------------------------------------------------------------------
{S} {C} {C} {C}
Class A Units 1000 $ 1000 100%
---------------------------------------------------------------------------------------
Offshore Logistics, Inc. 1000 $ 1000 100%
224 Rue de Jean
Lafayette, LA 70508
---------------------------------------------------------------------------------------
{/TABLE}
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{PAGE}
EXHIBIT B
PROPERTY DESCRIPTION
(Initial Capital Contribution)
{TABLE}
{CAPTION}
Member Contribution
------ ------------
{S} {C}
Offshore Logistics, Inc. $
_____________
Offshore Logistics, Inc. – 100%
---------------------------------------------------------------------------------------
Offshore Logistics, Inc. 1000 $ 1000 100%
224 Rue de Jean
Lafayette, LA 70508
---------------------------------------------------------------------------------------
{/TABLE}
-15-
{PAGE}
EXHIBIT B
PROPERTY DESCRIPTION
(Initial Capital Contribution)
{TABLE}
{CAPTION}
Member Contribution
------ ------------
{S} {C}
Offshore Logistics, Inc. $ 1000
{/TABLE}
-16-
{PAGE}
EXHIBIT C
TAX ALLOCATIONS
For purposes of interpreting and implementing Article V of the
Operating Agreement (the "Agreement") of Air Logistics, L.L.C., the
_____________
Offshore Logistics, Inc. – A Louisiana Limited Liability Company)
AMENDMENT NO. 1
TO
OPERATING AGREEMENT
1
{PAGE}
Whereas, Air Logistics, L.L.C., a Louisiana Limited Liability Company,
(the "Company"), has been formed and Offshore Logistics, Inc. , the sole member
of the Company, and the Company have entered into an Operating Agreement dated
as of October 7, 1997 ("Agreement"); and
Whereas, Offshore Logistics, Inc. and the
_____________
Offshore Logistics, Inc. – been formed and Offshore Logistics, Inc., the sole member
of the Company, and the Company have entered into an Operating Agreement dated
as of October 7, 1997 ("Agreement"); and
Whereas, Offshore Logistics, Inc. and the Company wish to amend the
Agreement;
Now, Therefore, in consideration of the premises, the parties agree as
follows:
1. Section 3.1 of the Agreement is amended
_____________
dt 1439776
;
OLI
As referenced in this Operating Agreement:
Offshore Logistics, Inc. – of the Company will be held and conveyed in the name of the Company.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of October 7, 1997.
MEMBERS:
Offshore Logistics, Inc.
By: /s/ GEORGE M. SMALL
----------------------------------------
George M. Small, Vice President
Intervention by the Company
Air Logistics, L.L.C.
By:/s/ DRURY A. MILKE
-----------------------------------------
Drury A. Milke, Manager
-14-
{
_____________
Offshore Logistics, Inc. – AGREED VALUE OF
INITIAL MEMBERS NUMBER OF INTEREST IN PROPERTY PERCENTAGE
NAMES AND ADDRESSES UNITS DESCRIBED ON EXHIBIT B INTEREST
---------------------------------------------------------------------------------------
{S} {C} {C} {C}
Class A Units 1000 $ 1000 100%
---------------------------------------------------------------------------------------
Offshore Logistics, Inc. 1000 $ 1000 100%
224 Rue de Jean
Lafayette, LA 70508
---------------------------------------------------------------------------------------
{/TABLE}
-15-
{PAGE}
EXHIBIT B
PROPERTY DESCRIPTION
(Initial Capital Contribution)
{TABLE}
{CAPTION}
Member Contribution
------ ------------
{S} {C}
Offshore Logistics, Inc. $
_____________
Offshore Logistics, Inc. – 100%
---------------------------------------------------------------------------------------
Offshore Logistics, Inc. 1000 $ 1000 100%
224 Rue de Jean
Lafayette, LA 70508
---------------------------------------------------------------------------------------
{/TABLE}
-15-
{PAGE}
EXHIBIT B
PROPERTY DESCRIPTION
(Initial Capital Contribution)
{TABLE}
{CAPTION}
Member Contribution
------ ------------
{S} {C}
Offshore Logistics, Inc. $ 1000
{/TABLE}
-16-
{PAGE}
EXHIBIT C
TAX ALLOCATIONS
For purposes of interpreting and implementing Article V of the
Operating Agreement (the "Agreement") of Air Logistics, L.L.C., the
_____________
Offshore Logistics, Inc. – A Louisiana Limited Liability Company)
AMENDMENT NO. 1
TO
OPERATING AGREEMENT
1
{PAGE}
Whereas, Air Logistics, L.L.C., a Louisiana Limited Liability Company,
(the "Company"), has been formed and Offshore Logistics, Inc. , the sole member
of the Company, and the Company have entered into an Operating Agreement dated
as of October 7, 1997 ("Agreement"); and
Whereas, Offshore Logistics, Inc. and the
_____________
Offshore Logistics, Inc. – been formed and Offshore Logistics, Inc., the sole member
of the Company, and the Company have entered into an Operating Agreement dated
as of October 7, 1997 ("Agreement"); and
Whereas, Offshore Logistics, Inc. and the Company wish to amend the
Agreement;
Now, Therefore, in consideration of the premises, the parties agree as
follows:
1. Section 3.1 of the Agreement is amended
_____________
dt 1439824
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| Air Logistics, L.L.C.
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Subscribers | 2003 |
Registration Rights Agreement
Registration Rights Agreement (75K)
Doc #130624: Click preview link for longer preview.
ENBRIDGE ENERGY PARTNERS, L.P.
$200,000,000 4.75% Notes due 2013
REGISTRATION RIGHTS AGREEMENT
May 27, 2003
CITIGROUP GLOBAL MARKETS INC.
BANK OF AMERICA SECURITIES LLC
As Representatives of the Initial Purchasers
c/o CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street New York, New York 10013
Ladies and Gentlemen:
Enbridge Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), proposes to issue and sell to the several parties named in Schedule I hereto (the "Initial Purchasers") for whom you are acting as representatives, upon the terms set forth in a purchase agreement dated May 20, 2003 (the "Purchase Agreement"), $200,000,000 aggregate principal amount of its 4.75% Notes due 2013 (the "Securities") relating to the initial placement of the Securities (the Initial Placement"). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Partnership and Enbridge Energy, Limited Partnership, a Delaware limited partnership and subsidiary of the Partnership (the "Operating Partnership"), agree with you for your benefit and the benefit of the other holders from time to time of the Securities (including the Initial Purchasers) (each a "Holder" and, together, the "Holders"), as follows:
1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following capitalized defined terms shall have the following meanings:
"2033 Notes" shall mean the 5.95% Notes due 2033 of the Partnership.
"Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
"Affiliate" of any specified Person shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing.
"Broker-Dealer" shall mean any broker or dealer registered as such under the Exchange Act.
"Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.
"Commission" shall mean the United States Securities and Exchange Commission.
"DTC" shall mean The Depositary Trust Company.
"Enbridge Management" shall mean Enbridge Energy Management, L.L.C., a Delaware limited liability company.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
"Exchange Offer Registration Period" shall mean the 210-day period following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.
"Exchange Offer Registration Statement" shall mean a registration statement of the Partnership on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.
"Exchanging Dealer" shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Partnership or any of its Affiliates) for New Securities.
"General Partner" shall mean Enbridge Energy Company, Inc., a Delaware corporation and the general partner of the Partnership.
"Holder" shall have the meaning set forth in the preamble hereto.
"Indenture" shall mean the Indenture, dated as of the date hereof, between the Partnership and Sun Trust Bank, as trustee, as supplemented by the First Supplemental Indenture dated as of the date hereof relating to the Securities and by the Second Supplemental Indenture dated as of the date hereof, relating to the 2033 Notes thereto, and as the same may be amended from time to time in accordance with the terms thereof.
"Initial Placement" shall have the meaning set forth in the preamble hereto.
"Initial Purchasers" shall have the meaning set forth in the preamble hereto.
"Losses" shall have the meaning set forth in Section 7(d) hereof.
"Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.
"Managing Underwriters" shall mean the investment banker or investment bankers and manager or managers that shall administer an underwritten offering.
"New Securities" shall mean debt securities of the Partnership with terms identical in all material respects to the Securities (except that the interest rate step-up provisions and the transfer restrictions shall be eliminated) and to be issued under the Indenture.
"Prospectus" shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto and all material incorporated by reference therein.
"Purchase Agreement" shall have the meaning set forth in the preamble hereto.
"Registered Exchange Offer" shall mean the proposed offer of the Partnership to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities.
130624
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Enbridge Energy Partners,
As referenced in this Registration Rights Agreement:
ENBRIDGE ENERGY PARTNERS, L –
EX-4.3 3 a2113654zex-4_3.htm EX-4.3
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 4.3
[Execution Copy]
ENBRIDGE ENERGY PARTNERS, L .P.
$200,000,000 4.75% Notes due 2013
REGISTRATION RIGHTS AGREEMENT
May 27, 2003
CITIGROUP GLOBAL MARKETS INC.
BANK OF AMERICA SECURITIES LLC
As Representatives of the Initial
_____________
Enbridge Energy Partners, L – MARKETS INC.
BANK OF AMERICA SECURITIES LLC
As Representatives of the Initial Purchasers
c/o CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street New York, New York 10013
Ladies and Gentlemen:
Enbridge Energy Partners, L .P., a Delaware limited partnership (the "Partnership"), proposes to issue and sell to the several parties named in Schedule I hereto (the "Initial Purchasers") for whom you are acting
_____________
ENBRIDGE ENERGY PARTNERS, L – us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement among the Partnership, the Operating Partnership and the several Initial Purchasers.
Very truly yours,
ENBRIDGE ENERGY PARTNERS, L .P.
By:
Enbridge Energy Management, L.L.C.,
as delegate of Enbridge Energy Company, Inc.
as General Partner
By:
/s/ DAN C. TUTCHER
Name:
Dan C. Tutcher
Title:
President
_____________
ENBRIDGE ENERGY PARTNERS, L – however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act.
23
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ENBRIDGE ENERGY PARTNERS, L .P. $200,000,000 4.75% Notes due 2013 REGISTRATION RIGHTS AGREEMENT
_____________
dt 1318594
;
Energy Partners
As referenced in this Registration Rights Agreement:
ENERGY PARTNERS, L –
EX-4.3 3 a2113654zex-4_3.htm EX-4.3
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 4.3
[Execution Copy]
ENBRIDGE ENERGY PARTNERS, L .P.
$200,000,000 4.75% Notes due 2013
REGISTRATION RIGHTS AGREEMENT
May 27, 2003
CITIGROUP GLOBAL MARKETS INC.
BANK OF AMERICA SECURITIES LLC
As Representatives of the Initial
_____________
Energy Partners, L – INC.
BANK OF AMERICA SECURITIES LLC
As Representatives of the Initial Purchasers
c/o CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street New York, New York 10013
Ladies and Gentlemen:
Enbridge Energy Partners, L .P., a Delaware limited partnership (the "Partnership"), proposes to issue and sell to the several parties named in Schedule I hereto (the "Initial Purchasers") for whom you are acting
_____________
ENERGY PARTNERS, L – the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement among the Partnership, the Operating Partnership and the several Initial Purchasers.
Very truly yours,
ENBRIDGE ENERGY PARTNERS, L .P.
By:
Enbridge Energy Management, L.L.C.,
as delegate of Enbridge Energy Company, Inc.
as General Partner
By:
/s/ DAN C. TUTCHER
Name:
Dan C. Tutcher
Title:
President
_____________
ENERGY PARTNERS, L – by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Act.
23
QuickLinks
ENBRIDGE ENERGY PARTNERS, L .P. $200,000,000 4.75% Notes due 2013 REGISTRATION RIGHTS AGREEMENT
_____________
dt 1527743
;
HSBC Securities
As referenced in this Registration Rights Agreement:
HSBC Securities (USA) Inc – I
(Initial Purchasers)
Citigroup Global Markets Inc.
Banc of America Securities LLC
Deutsche Bank Securities Inc.
SunTrust Capital Markets, Inc.
ABN AMRO Incorporated
HSBC Securities (USA) Inc .
Wachovia Securities, Inc.
Tokyo-Mitsubishi International plc
19
ANNEX A
Each Broker-Dealer that receives New Securities for its own account pursuant
_____________
dt 317285
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Tokyo-Mitsubishi
As referenced in this Registration Rights Agreement:
Tokyo-Mitsubishi International plc
– Banc of America Securities LLC
Deutsche Bank Securities Inc.
SunTrust Capital Markets, Inc.
ABN AMRO Incorporated
HSBC Securities (USA) Inc.
Wachovia Securities, Inc.
Tokyo-Mitsubishi International plc
19
ANNEX A
Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that
_____________
dt 225353
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