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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 2000
REGISTRATION NO. 333-46212
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ISSUER OF NOTES REGISTERED HEREBY
NORTHERN BORDER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 4922 93-1120873
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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GUARANTOR OF NOTES REGISTERED HEREBY
NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 4922 93-1120695
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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JANET K. PLACE
1400 SMITH STREET 1111 SOUTH 103RD STREET
HOUSTON, TEXAS 77002 OMAHA, NEBRASKA 68124-1000
(713) 853-6161 (402) 398-7886
(Address, including zip code, and telephone (Name, address, including zip code, and
number, including area code, of telephone number, including area
registrant's principal executive offices) code, of agent for service)
</TABLE>
Copies to:
ALAN P. BADEN
VINSON & ELKINS L.L.P.
1325 AVENUE OF THE AMERICAS, 17TH FLOOR
NEW YORK, NEW YORK 10019
(917) 206-8001
(917) 206-8100 (FAX)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable following the effectiveness of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT EXCHANGE THE NOTES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THE NEW NOTES AND IT IS NOT SOLICITING AN OFFER TO BUY THE
NEW NOTES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED OCTOBER 16, 2000
$250,000,000
NORTHERN BORDER PARTNERS, L.P.
OFFER TO EXCHANGE
8 7/8% SENIOR NOTES DUE 2010, SERIES A
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OUTSTANDING
8 7/8% SENIOR NOTES DUE 2010
THE NEW NOTES:
- Restrictions: The new notes will be freely tradeable and otherwise
substantially identical to the outstanding notes.
- Maturity: June 15, 2010.
- Interest Payments: Semi-annually in cash in arrears on June 15 and December
15, commencing December 15, 2000.
- Redemption: We can redeem some or all of the new notes at our option on at
least 30 days' notice at the redemption prices described under the heading
"Description of the New Notes."
- Guarantee: The new notes will be unconditionally guaranteed by our subsidiary,
Northern Border Intermediate Limited Partnership, so long as that subsidiary
has guaranteed any long-term debt. The guarantee will rank equally with its
guarantees of our bank credit facilities and our existing and future
unsubordinated debt.
- Ranking of Notes: The new notes will rank equally with all of our other
existing and future senior and unsubordinated indebtedness, junior to any of
our secured indebtedness to the extent of the security for that indebtedness
and senior to any of our subordinated indebtedness. All of our operating
assets are in our subsidiaries and, therefore, the new notes will be
effectively subordinated to all indebtedness of those subsidiaries, other than
Northern Border Intermediate Limited Partnership.
THE EXCHANGE OFFER:
- Expiration: 5:00 p.m., New York City time, on November 17, 2000, unless we
extend the expiration date.
- Conditions: The exchange offer is not conditioned upon any aggregate principal
amount of outstanding notes being tendered.
- Tendered Notes: All outstanding notes that are validly tendered and not
validly withdrawn will be exchanged for an equal principal amount of new notes
that are registered under the Securities Act of 1933. If you fail to tender
your outstanding notes, you will continue to hold unregistered securities, and
your ability to transfer them could be adversely affected.
- Withdrawal: Tenders of outstanding notes may be withdrawn at any time prior to
the expiration of the exchange offer, unless we have already accepted your
outstanding notes for exchange.
- Tax Consequences: The exchange of outstanding notes for new notes will not be
a taxable event for U.S. federal income tax purposes.
TRADING FORMAT
- The new notes will not be listed on any securities exchange.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2000
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The information contained in this prospectus was obtained from us and other
sources believed by us to be reliable. This prospectus also incorporates
important business and financial information about us that is not included in or
delivered with this prospectus.
You should rely only on the information contained in this prospectus or any
supplement and any information incorporated by reference in this prospectus or
any supplement. We have not authorized anyone to provide you with any
information that is different. If you receive any unauthorized information, you
must not rely on it. You should disregard anything we said in an earlier
document that is inconsistent with what is in or incorporated by reference in
this prospectus.
You should not assume that the information in this prospectus or any
supplement is current as of any date other than the date on the front page of
this prospectus. This prospectus is not an offer to sell nor is it seeking an
offer to buy these securities in any state or jurisdiction where the offer or
sale is not permitted.
We include cross references in the prospectus to captions in these
materials where you can find further related discussions. The following table of
contents tells you where to find these captions.
TABLE OF CONTENTS
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PAGE
NO.
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Forward-Looking Statements.................................. 3
Prospectus Summary.......................................... 4
Use Of Proceeds............................................. 12
Capitalization.............................................. 12
Selected Historical Financial Data.......................... 13
Ratio Of Earnings To Fixed Charges.......................... 14
The Exchange Offer.......................................... 15
Description Of The New Notes................................ 24
United States Federal Tax Considerations.................... 38
Plan Of Distribution........................................ 40
Legal Matters............................................... 41
Independent Public Accountants.............................. 41
Where You Can Find More Information......................... 41
Incorporation Of Documents By Reference..................... 42
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FORWARD-LOOKING STATEMENTS
This prospectus contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. In general, any statement other than a statement of
historical fact is a forward-looking statement. These statements appear in a
number of places in this prospectus and include statements regarding our plans,
beliefs and expectations with respect to, among other things:
- future acquisitions;
- expected future costs;
- future capital expenditures;
- trends affecting our future financial condition or results of operation;
and
- our business strategy regarding future operations.
Any such forward-looking statements are not assurances of future
performance and involve risks and uncertainties. Actual results may differ
materially from anticipated results for a number of reasons, including:
- industry conditions;
- future demand for natural gas;
- availability of supplies of Canadian natural gas;
- political and regulatory developments that impact Federal Energy
Regulatory Commission proceedings involving Northern Border Pipeline;
- the success of Northern Border Pipeline in sustaining its positions in
Federal Energy Regulatory Commission proceedings, or the success of
intervenors in opposing Northern Border Pipeline's positions;
- Northern Border Pipeline's ability to replace its rate base as it is
depreciated and amortized;
- competitive developments by Canadian and other U.S. natural gas
transmission companies;
- political and regulatory developments in the U.S. and in Canada; and
- conditions of the capital markets.
In light of these and other risks, uncertainties and assumptions, the
actual events or results may be very different from those expressed or implied
in the forward-looking statements in this prospectus or may not occur. We have
no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.
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NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
ANNOTATED, 1955, AS AMENDED (RSA), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATION OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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PROSPECTUS SUMMARY
This summary highlights selected information from this prospectus to help
you understand our business and the notes. It likely does not contain all the
information that is important to you or that you should consider in making an
investment decision. To understand all of the terms of the exchange offer and to
attain a more complete understanding of our business and financial situation,
you should read carefully this entire prospectus and should consider consulting
with your own legal and tax advisors. References in this prospectus to "we,"
"us," "our," or "our partnership" refer to Northern Border Partners, L.P.
NORTHERN BORDER PARTNERS, L.P.
OUR BUSINESS
Through our subsidiary limited partnership, Northern Border Intermediate
Limited Partnership, we own a 70% general partner interest in Northern Border
Pipeline Company, a Texas general partnership. Northern Border Pipeline owns a
1,214-mile United States interstate pipeline system that transports natural gas
from the Montana-Saskatchewan border to natural gas markets in the midwestern
United States. This pipeline system connects with multiple pipelines, which
allow shippers to access the various natural gas markets served by those
pipelines. Our 70% interest in Northern Border Pipeline represents the largest
portion of our assets, earnings and cash flows.
Northern Border Pipeline constructed the pipeline system in 1982, and it
completed expansions and/or extensions in 1991, 1992 and 1998. It completed the
most recent expansion and extension, called The Chicago Project, in late 1998.
This increased the pipeline system's ability to receive natural gas by 42% to
its current capacity of 2,373 million cubic feet per day. The amount of natural
gas that can be transported in the pipeline is referred to as "capacity" and is
measured in cubic feet per day. In the year ended December 31, 1999, Northern
Border Pipeline transported approximately 23% of the total amount of natural gas
imported from Canada to the United States. Over the same period, approximately
91% of the natural gas transported by Northern Border Pipeline was produced in
the western Canadian sedimentary basin located in the provinces of Alberta,
British Columbia and Saskatchewan.
Northern Border Pipeline transports gas for shippers under a tariff
regulated by the Federal Energy Regulatory Commission. The tariff allows
Northern Border Pipeline an opportunity to recover from its shippers the cost of
service, including operations and maintenance costs, taxes other than income
taxes, interest, depreciation and amortization, an allowance for income taxes
and a regulated return on equity. Shippers contract to pay for a proportionate
share of those costs by way of a mileage-based charge for the amount of capacity
contracted. The shippers are obligated to pay the charge regardless of the
amount of natural gas they transport. Northern Border Pipeline does not own the
gas that it transports, and therefore it does not assume any natural gas
commodity price risk.
The pipeline system serves more than 40 shippers with diverse operating and
financial profiles. Based upon shippers' cost of service obligations, as of
December 31, 1999, at least 97% of the pipeline capacity was contractually
committed through mid-September 2003, and the weighted average contract life was
slightly under seven years.
On September 26, 2000, Northern Border Pipeline filed a stipulation and
agreement that documents the settlement of its pending rate case. The settlement
will become effective if and when approved by the Federal Energy Regulatory
Commission. We anticipate the Federal Energy Regulatory Commission will act on
the settlement in the first quarter of 2001. Among the key provisions of the
proposed settlement is the conversion of Northern Border Pipeline's form of
tariff from cost of service to stated rates based on a straight-fixed variable
rate design. If the proposed settlement is approved, shippers will pay stated
transportation rates. Under the straight-fixed variable rate design,
approximately 98% of the payments are attributable to demand charges, based upon
contracted capacity, and 2% to commodity charges based on the volumes of gas
actually transported on the system. On a per unit basis, the rates under the new
tariff
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are approximately equal to the previous level. Under the proposed settlement,
Northern Border Pipeline's earnings and cashflow will depend on its future
costs, contracted capacity, the volumes of gas transported and its ability to
recontract capacity at acceptable rates.
In September 2000, we purchased interests in gas gathering facilities in the
Powder River and Wind River Basins in Wyoming for approximately $200 million
from Enron North America Corp., a subsidiary of Enron Corp. The transaction
included the purchase of Enron Midstream Services, L.L.C., which holds, among
other assets, an ownership interest in Bighorn Gas Gathering, L.L.C., and Enron
North America subsidiaries that hold ownership interests in Fort Union Gas
Gathering, L.L.C. and Lost Creek Gathering, L.L.C.
The interest in Bighorn adds to our previous ownership position. During
1999, we purchased a 39% common membership interest in Bighorn for $31.9 million
and in June 2000 we purchased 80% of all issued and outstanding Preferred A
Units of Bighorn for $20.8 million. CMS Field Services, Inc. holds the remaining
ownership interest in Bighorn. Located in northeastern Wyoming, Bighorn's system
is capable of gathering more than 250 million cubic feet per day of coal bed
methane gas for delivery to the Fort Union gathering system. Bighorn's gathering
system consists of more than 90 miles of gathering pipeline with an expansion of
an additional 56 miles to be completed later this year. The gathering system is
managed through a management committee consisting of representatives of the
owners. CMS Field Services is the project manager. Bighorn has long-term
agreements with CMS Oil and Gas Company, Pennaco Energy Inc. and J. M. Huber
Corporation to gather coal bed methane gas.
The Fort Union gathering system consists of 106 miles of gathering pipeline
in the Powder River Basin and offers interconnects to the interstate gas
pipeline grid serving gas markets in the Rocky Mountains, the Midwest and
California. The remaining ownership interest in Fort Union is held in varying
percentages by subsidiaries of CMS Energy Services, Western Gas Resources, Inc.,
Colorado Interstate Gas Company, and Barret Resources. Lost Creek owns a 123
mile gas gathering system in the Wind River Basin that went into service in
August 2000. A subsidiary of Burlington Resources, Inc. holds the remaining
ownership interest in Lost Creek.
We also own Black Mesa Holdings, Inc. Black Mesa, through a wholly-owned
subsidiary, owns a 273-mile, 18-inch diameter coal slurry pipeline that
originates at a coal mine in Kayenta, Arizona. The coal slurry pipeline
transports crushed coal suspended in water. It traverses westward through
northern Arizona to the 1,500 megawatt Mohave Power Station located in Laughlin,
Nevada. The capacity of the pipeline is fully contracted to the coal supplier
for the Mohave Power Station through the year 2005.
Our principal executive offices are located at 1400 Smith, Houston, Texas
77002. Our telephone number is (877) 208-7318. The offices of Northern Border
Pipeline Company are located at 1111 South 103rd Street, Omaha, Nebraska 68124.
Northern Border Pipeline's telephone number is (402) 378-7700.
OUR STRATEGY
Our strategy is to continue to own and manage Northern Border Pipeline as a
highly utilized, low cost pipeline system and to increase the pipeline system's
capacity through expansions or extensions, joint ventures, other alliances or
selective acquisitions. In the near term, we plan to focus our efforts on
obtaining extensions of the existing contracts with shippers and on expansion
opportunities on the east end of the system. These opportunities may include
looping, additional compression or extensions of the pipeline system. We will
also explore opportunities to transport natural gas or maximize our shippers'
ability to access markets outside the Chicago area. We plan on focusing our
efforts on serving new electric generation facilities on the east end of the
pipeline system.
We are also focusing on acquisition opportunities involving energy
businesses in North America. We hope to leverage our experience in energy
transportation to enhance cash flow and earnings by acquiring other, primarily
unregulated, transportation assets. We plan to pursue opportunities that involve
fee-for-service income and minimal commodity price risk.
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As the Northern Border pipeline system rate base is depreciated and
amortized, our cash flow from the existing pipeline system will likely decrease.
Thus, if we are to increase our earnings and cash flow, we must succeed in
implementing our strategy.
OUR STRUCTURE AND MANAGEMENT
Our general partners and the general partners of the intermediate limited
partnership are Northern Plains Natural Gas Company and Pan Border Gas Company,
both subsidiaries of Enron, and Northwest Border Pipeline Company, a subsidiary
of The Williams Companies, Inc. Our general partners hold an aggregate 2%
general partner interest in us. Our general partners or their affiliates also
own common units representing an aggregate 14.5% limited partner interest in us.
The combined general and limited partner interests of Enron and Williams are
12.4% and 4.1%, respectively. We are managed by or under the direction of our
Partnership Policy Committee consisting of three members, each of whom has been
appointed by one of our general partners.
Management of Northern Border Pipeline, our largest holding, is overseen by
the Northern Border management committee, which is comprised of three of our
representatives (one designated by each of our general partners) and one
representative from TC PipeLines, LP., the owner of the remaining 30% general
partner interest in Northern Border Pipeline. The general partner of TC
PipeLines, LP is TC PipeLines GP, Inc., which is a subsidiary of TransCanada
PipeLines Limited. Voting power on the management committee is allocated among
our three representatives in proportion to their general partner interests in
us. As a result, the 70% voting power of our three representatives on the
management committee is allocated as follows: 35% to the representative
designated by Northern Plains, 22.75% to the representative designated by Pan
Border and 12.25% to the representative designated by Northwest Border.
Therefore, Enron controls 57.75% of the voting power of the management
committee.
Northern Plains operates the Northern Border pipeline system pursuant to an
operating agreement. Northern Plains employs approximately 190 individuals
located at its operating headquarters in Omaha, Nebraska, and at various
locations along the pipeline route. Northern Plains' employees are not
represented by any labor union and are not covered by any collective bargaining
agreements.
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SUMMARY OF THE EXCHANGE OFFER
You are entitled to exchange in the exchange offer your outstanding notes
for new notes with substantially identical terms. You should read the discussion
under the headings "-- Summary of the Terms of the New Notes" beginning on page
10 and "Description of the New Notes" beginning on page 24 for further
information regarding the new notes.
We summarize the terms of the exchange offer below. You should read the
discussion under the heading "The Exchange Offer" beginning on page 15 for
further information regarding the exchange offer and resale of the new notes.
Securities to be
Exchanged.................. On June 2, 2000 and September 14, 2000, we issued
$150.0 million and $100.0 million, respectively,
aggregate principal amount of outstanding notes to
the initial purchasers in transactions exempt from
the registration requirements of the Securities
Act. The terms of the new notes and the outstanding
notes are substantially the same in all material
respects, except that (1) the new notes will be
freely transferable by the holders except as
otherwise provided in this prospectus; (2) holders
of new notes will have no registration rights; and
(3) the new notes will contain no provisions for an
increase in their stated interest rate.
The Exchange Offer......... We are offering to exchange up to $250.0 million
aggregate principal amount of new notes for up to
$250.0 million aggregate principal amount of
outstanding notes. Outstanding notes may be
exchanged only in integral multiples of $1,000. The
new notes will evidence the same debt as the
outstanding notes, and the new notes will be
governed by the same indenture.
Resale..................... We believe that the new notes issued in the
exchange offer may be offered for resale, resold
and otherwise transferred by you without compliance
with the registration and prospectus delivery
provisions of the Securities Act, provided that:
- the new notes are being acquired in the ordinary
course of your business;
- you are not participating, do not intend to
participate, and have no arrangement or
understanding with any person to participate, in
the distribution of the new notes issued to you
in the exchange offer; and
- you are not an "affiliate" of ours.
If any of these conditions are not satisfied and
you transfer any new notes issued to you in the
exchange offer without delivering a prospectus
meeting the requirements of the Securities Act or
without an exemption from registration of your new
notes from such requirements, you may incur
liability under the Securities Act. We do not
assume or indemnify you against any such liability.
Each broker-dealer that is issued new notes in the
exchange offer for its own account in exchange for
notes which were acquired by such broker-dealer as
a result of market-making or other trading
activities must acknowledge that it will deliver a
prospectus meeting the requirements of the
Securities Act in connection with any resale of the
new notes. A broker-dealer may use this prospectus
for an offer to
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resell, resale or other retransfer of the new notes
issued to it in the exchange offer.
Record Date................ We mailed this prospectus and the related exchange
offer documents to registered holders of
outstanding notes on October 19, 2000.
Expiration Date............ The exchange offer will expire at 5:00 p.m., New
York City time, on November 17, 2000, or such later
date and time to which we extend it.
Withdrawal of Tenders...... You may withdraw your tender of outstanding notes
at any time prior to 5:00 p.m., New York City time,
on the expiration date. To withdraw, the exchange
agent must receive a notice of withdrawal at its
address indicated under "The Exchange
Offer -- Exchange Agent" before 5:00 p.m., New York
City time, on the expiration date. We will return
to you, without charge, promptly after the
expiration or termination of the exchange offer any
outstanding notes that you tendered but that were
not accepted for exchange.
Conditions to the Exchange
Offer.................... We will not be required to accept outstanding notes
for exchange if the exchange offer would violate
applicable law or if any legal action has been
instituted or threatened that would impair our
ability to proceed with the exchange offer. The
exchange offer is not conditioned upon any minimum
aggregate principal amount of outstanding notes
being tendered. Please read the section "The
Exchange Offer -- Conditions to the Exchange Offer"
on page 21 for more information regarding the
conditions to the exchange offer.
Procedures for Tendering
Outstanding Notes........ If your outstanding notes are held through The
Depository Trust Company and you wish to
participate in the exchange offer, you may do so
through the automated tender offer program of DTC.
By participating in the exchange offer, you will
agree to be bound by the letter of transmittal that
we are providing with this prospectus as though you
had signed the letter of transmittal. By signing or
agreeing to be bound by the letter of transmittal,
you will represent to us that, among other things:
- any new notes that you receive will be acquired
in the ordinary course of your business;
- you have no arrangement or understanding with any
person or entity to participate in the
distribution of the new notes;
- if you are not a broker-dealer, you are not
engaged in and do not intend to engage in the
distribution of the new notes;
- if you are a broker-dealer that will receive new
notes for your own account in exchange for
outstanding notes that were acquired as a result
of market-making activities, you will deliver a
prospectus, as required by law, in connection
with any resale of such new notes; and
- you are not our "affiliate," as defined in Rule
405 of the Securities Act, or, if you are our
affiliate, you will comply with any applicable
registration and prospectus delivery requirements
of the Securities Act.
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We will accept for exchange any and all existing
notes which are properly tendered (and not
withdrawn) in the exchange offer prior to the
expiration date. The new notes issued pursuant to
the exchange offer will be delivered promptly
following the expiration date. See "The Exchange
Offer -- Acceptance of Outstanding Notes for
Exchange."
Effect of Not Tendering.... Outstanding notes that are not tendered or that are
tendered but not accepted will, following the
completion of the exchange offer, continue to be
subject to the existing restrictions upon transfer
thereof. We will have no further obligation to
provide for the registration of such outstanding
notes under the Securities Act.
Special Procedures for
Beneficial Owners.......... If you are the beneficial owner of book-entry
interests and your name does not appear on a
security position listing of DTC as the holder of
such book-entry interests or you own a beneficial
interest in outstanding notes that are registered
in the name of a broker, dealer, commercial bank,
trust company or other nominee, and you wish to
tender such book-entry interest or outstanding
notes in the exchange offer, you should contact the
registered holder promptly and instruct the
registered holder to tender on your behalf.
Guaranteed Delivery
Procedures................. If you wish to tender your outstanding notes and
cannot comply, prior to the expiration date, with
the applicable procedures under the automated
tender offer program of DTC, you must tender your
outstanding notes according to the guaranteed
delivery procedures described in "The Exchange
Offer -- Procedures for Tendering Outstanding
Notes -- Guaranteed Delivery" beginning on page 19.
Registration Rights
Agreements................. We sold the outstanding notes on June 2, 2000 and
September 14, 2000 to the initial purchasers in
transactions exempt from the registration
requirements of the Securities Act. In connection
with these sales, we entered into registration
rights agreements with the initial purchasers which
grant the holders of the outstanding notes exchange
and registration rights. This exchange offer
satisfies those rights, which terminate upon
consummation of the exchange offer. You will not be
entitled to any exchange or registration rights
with respect to the new notes.
U.S. Federal Income Tax
Considerations........... The exchange of outstanding notes for new notes in
the exchange offer will not be a taxable event for
U.S. federal income tax purposes. Please read
"United States Federal Tax Considerations" on page
38.
Use of Proceeds............ We will not receive any cash proceeds from the
issuance of new notes.
Exchange Agent............. We have appointed Bank One Trust Company, N.A., as
the exchange agent for the exchange offer. The
mailing address and telephone number of the
exchange agent are 1 Bank One Plaza, Mail Code
IL1-0126, Chicago, Illinois 60670-0126, phone:
(800) 524-9472. See "The Exchange Offer -- Exchange
Agent."
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SUMMARY OF THE TERMS OF THE NEW NOTES
New Notes Offered.......... $250.0 million principal amount of 8 7/8% Senior
Notes due 2010, Series A.
Interest Rate.............. 8 7/8% per annum.
Interest Payment Dates..... June 15 and December 15 of each year, beginning
December 15, 2000.
Maturity................... June 15, 2010.
Use of Proceeds............ We will not receive any cash proceeds from the
exchange offer.
Ratings.................... We have obtained the following ratings on the
notes: Baa1 by Moody's Investors Service, Inc.,
BBB+ by Standard & Poor's Ratings Services and BBB+
by Duff & Phelps Credit Rating Co. We have obtained
these ratings with the understanding that the
rating agencies will continue to monitor our credit
ratings and will make future adjustments when they
feel it is necessary. A rating reflects only the
view of a rating agency. It is not a recommendation
to buy, sell or hold the notes. Any rating can be
revised upward or downward or withdrawn at any time
by a rating agency if it decides the circumstances
warrant such a change.
Ranking.................... The new notes will be senior unsecured and
unsubordinated obligations and will rank equally
with all of our other existing and future senior
and unsubordinated indebtedness. All of our
operating assets are in our subsidiaries and,
therefore, the new notes will be effectively
subordinated to all indebtedness of those
subsidiaries other than Northern Border
Intermediate Limited Partnership.
The indenture does not limit the amount of
unsecured debt we may incur. The indenture contains
restrictions on our ability to incur secured
indebtedness unless the same security is also
provided for the benefit of holders of the notes.
Guarantee.................. Our subsidiary, Northern Border Intermediate
Limited Partnership, will unconditionally guarantee
the notes for so long as it has guaranteed any
long-term debt. The guarantee will be a senior
unsecured obligation of Northern Border
Intermediate Limited Partnership and will rank
equally with its guarantees under our bank credit
facilities and our existing and future
unsubordinated debt.
Certain Covenants and
Events of Default.......... We will issue the new notes under an indenture with
Bank One Trust Company, N.A., as trustee. The
indenture includes material financial covenants,
including:
- limitation on liens; and
- limitation on sale-leaseback transactions.
The indenture provides for events of default,
including default on other significant
indebtedness.
Repurchase of Notes Upon a
Rating Decline........... If at any time the new notes cease to be rated
"investment grade" (as defined in the indenture) by
either Standard & Poor's Rating Service or Moody's
Investors Service, and an investment grade rating
has not
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<PAGE> 12
been reinstated within 40 days after such decline,
each holder of the new notes will have the right to
require us to repurchase the holder's notes. The
repurchase price will be payable in cash and will
be equal to 100% of the principal amount of notes
repurchased plus accrued and unpaid interest due
thereon to the date of repurchase.
Optional Redemption........ Upon 30 days' notification to noteholders, we may
redeem the new notes. Redemption of the new notes
can be in whole, at any time, or in part, from time
to time. The redemption price will include a
make-whole premium.
Form and Denomination...... The new notes will be represented by one or more
global notes. The global notes will be deposited
with Bank One Trust Company, N.A., as book-entry
depositary, for the benefit of DTC and its
participants.
Initially, you will not receive new notes in
certificated form. However, subject to the
provisions of the indenture described under the
heading "Description of the New Notes -- Depositary
Procedures," you may elect to receive certificated
notes.
The book-entry depositary will issue to DTC one or
more certificateless book-entry interests
representing each global note. DTC will operate a
system of dealing in the book-entry interests by
maintaining records of interests of DTC
participants in book-entry interests.
The global notes will be shown on, and transfers of
such notes will be effected only through, records
maintained in book-entry form by DTC and its direct
and indirect participants.
Notes issued or transferred will be in minimum
principal amounts of $1,000 and multiples thereof.
Same-day Settlement........ The new notes will trade in DTC's Same-day Funds
Settlement System until maturity or redemption.
Therefore, secondary market trading activity in the
notes will be settled in immediately available
funds.
Trustee, Registrar and
Transfer Agent............. Bank One Trust Company, N.A.
Governing Law.............. The notes and the indenture relating to the notes
will be governed by, and construed in accordance
with, the laws of the State of New York.
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<PAGE> 13
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the new notes in
exchange for the outstanding notes. We are making this exchange solely to
satisfy our obligations under our registration rights agreements. In
consideration for issuing the new notes, we will receive outstanding notes in
aggregate principal amount equal to the aggregate principal amount of the new
notes.
CAPITALIZATION
The following table sets forth our capitalization on June 30, 2000, and as
adjusted to give effect to the September 2000 offering of $100.0 million of the
outstanding notes, as if it had occurred on June 30, 2000. You should read our
historical financial statements and notes that are incorporated by reference in
this prospectus for additional information about our capital structure.
<TABLE>
<CAPTION>
JUNE 30, 2000
------------------------
ACTUAL AS ADJUSTED
---------- -----------
(IN THOUSANDS)
<S> <C> <C>
Northern Border Pipeline
Senior notes -- average 8.43% due from 2000 to 2003....... $ 250,000 $ 250,000
Pipeline credit agreement
Term loan, variable interest rate (7.00% at June 30,
2000), due 2002...................................... 429,000 429,000
Senior notes -- 7.75%, due 2009........................... 200,000 200,000
Unamortized proceeds from termination of interest rate
forward agreements..................................... 11,752 11,752
Unamortized debt discount................................. (889) (889)
Northern Border Partners, L.P.(1)
Senior notes -- 8.875%, due 2010.......................... 150,000 250,000
Unamortized debt discount................................. (217) (217)
Black Mesa
10.7% Note agreement, due quarterly to 2004............... 15,509 15,509
---------- ----------
Total long-term debt........................................ 1,055,155 1,155,155
---------- ----------
Minority interests in partners' capital..................... 248,601 248,601
Partners' capital
General partners.......................................... 10,239 10,239
Common unitholders........................................ 501,696 501,696
---------- ----------
Total partners' capital........................... 511,935 511,935
---------- ----------
Total capitalization.............................. $1,815,691 $1,915,691
========== ==========
</TABLE>
---------------
(1) In June 2000, we entered into two revolving credit facilities with a group
of lenders. Each credit facility is in the amount of $75.0 million and is
guaranteed by Northern Border Intermediate Limited Partnership. One facility
matures in 364 days from its closing and may be extended for additional
364-day periods or converted to a two-year term loan payable at maturity.
The other facility terminates three years from its closing and may be
extended for two additional one-year periods.
12
<PAGE> 14
SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT FOR PER UNIT AND OPERATING DATA)
The summary financial information as of and for the years ended December
31, 1999, 1998, 1997, 1996 and 1995 is derived from our audited financial
statements, and the summary financial information as of and for the six months
ended June 30, 2000 is derived from our unaudited financial statements. The
operating data for all periods presented is derived from our records. You should
read our historical financial statements and notes that are incorporated by
reference in this prospectus for additional information about our financial
results.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
---------- --------------------------------------------------------------
2000 1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
INCOME DATA:
Operating revenues, net........ $ 164,053 $ 318,963 $ 217,592 $ 198,574 $ 201,943 $ 206,497
Operations and maintenance..... 27,558 53,451 44,770 37,418 28,366 26,730
Depreciation and
amortization................. 30,705 54,493 43,536 40,172 46,979 47,081
Taxes other than income........ 15,698 30,952 22,012 22,836 24,390 23,886
Regulatory credit.............. -- -- (8,878) -- -- --
---------- ---------- ---------- ---------- ---------- ----------
Operating income............... 90,092 180,067 116,152 98,148 102,208 108,800
Interest expense, net.......... 37,940 67,709 30,922 30,860 32,670 35,106
Other income................... 1,303 4,213 12,859 7,989 2,900 469
Minority interests in net
income....................... 17,447 35,568 30,069 22,253 22,153 22,360
---------- ---------- ---------- ---------- ---------- ----------
Net income to partners......... $ 36,008 $ 81,003 $ 68,020 $ 53,024 $ 50,285 $ 51,803
========== ========== ========== ========== ========== ==========
Net income per unit............ $ 1.19 $ 2.70 $ 2.27 $ 1.97 $ 1.88 $ 1.94
========== ========== ========== ========== ========== ==========
Number of units used in
computation.................. 29,347 29,347 29,345 26,392 26,200 26,200
========== ========== ========== ========== ========== ==========
CASH FLOW DATA:
Net cash provided by operating
activities................... $ 94,758 $ 173,368 $ 103,849 $ 119,621 $ 137,534 $ 127,078
Capital expenditures........... 4,094 102,270 652,194 152,658 18,597 8,411
Distribution per unit.......... 1.30 2.44 2.30 2.20 2.20 2.20
BALANCE SHEET DATA
(AT PERIOD END):
Property, plant and equipment,
net.......................... $1,715,649 $1,745,356 $1,730,476 $1,118,364 $ 937,859 $ 957,587
Total assets................... 1,891,699 1,863,437 1,825,766 1,266,917 1,016,484 1,041,339
Long-term debt, including
current maturities........... 1,055,155 1,031,986 976,832 481,355 377,500 410,000
Minority interests in partners'
capital...................... 248,601 250,450 253,031 174,424 158,089 166,789
Partners' capital.............. 511,935 515,269 507,426 500,728 410,586 419,117
OPERATING DATA (UNAUDITED):
NORTHERN BORDER PIPELINE:
Natural gas delivered
(millions of cubic
feet)..................... 423,366 834,833 608,187 621,262 630,148 614,617
Average throughput (millions
of cubic feet per day).... 2,398 2,353 1,706 1,735 1,755 1,717
</TABLE>
13
<PAGE> 15
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
---------- --------------------------------
2000 1999 1998 1997 1996 1995
---------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges................. 2.4 2.7 3.0 3.2 3.2 3.1
</TABLE>
These computations include us, Northern Border Intermediate Limited
Partnership, Northern Border Pipeline Company, and for the period owned, Black
Mesa Pipeline, Inc., Black Mesa Holdings, Inc., Black Mesa Pipeline Operations,
L.L.C., Black Mesa Technologies, Inc., and Black Mesa Technologies Services
L.L.C., on a consolidated basis. For these ratios, "earnings" is the amount
resulting from adding the following items:
- pre-tax income from continuing operations before adjustment for minority
interests; and
- fixed charges, net of capitalized interest.
The term "fixed charges" means the sum of the following:
- interest expensed and capitalized, including amortized premiums,
discounts and capitalized expenses related to indebtedness; and
- an estimate of the interest within rental expenses.
14
<PAGE> 16
THE EXCHANGE OFFER
EXCHANGE TERMS
An aggregate of $250.0 million principal amount of outstanding notes are
currently issued and outstanding. The maximum principal amount of new notes that
will be issued in exchange for outstanding notes is $250.0 million. The terms of
the new notes and the outstanding notes are substantially the same in all
material respects, except that the new notes will be freely transferable by the
holders, other than as provided in this prospectus.
The new notes will bear interest at a rate of 8 7/8% per year, payable
semiannually on June 15 and December 15 of each year, beginning on December 15,
2000. Holders of new notes will receive interest from June 2, 2000, the date of
the original issuance of the outstanding notes, or from the date of the last
payment of interest on the outstanding notes, whichever is later. Holders of new
notes will not receive any interest on outstanding notes tendered and accepted
for exchange. In order to exchange your outstanding notes for transferable new
notes in the exchange offer, you will be required to make the following
representations:
- any new notes will be acquired in the ordinary course of your business;
- you have no arrangement with any person to participate in the
distribution of the new notes; and
- you are not our "affiliate," as defined in Rule 405 of the Securities
Act, or if you are our affiliate, you will comply with the applicable
registration and prospectus delivery requirements of the Securities Act.
Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, we will accept for exchange any outstanding
notes properly tendered in the exchange offer, and the exchange agent will
deliver the new notes promptly after the expiration date (as defined below) of
the exchange offer. We expressly reserve the right to delay acceptance of any of
the tendered outstanding notes not already accepted if any conditions set forth
below under "-- Conditions to the Exchange Offer" have not been satisfied or
waived by us or do not comply, in whole or in part, with any applicable law.
If you tender your outstanding notes, you will not be required to pay
brokerage commissions or fees or, subject to the instructions in the letter of
transmittal, transfer taxes with respect to the exchange of the outstanding
notes. We will pay all charges, expenses and transfer taxes in connection with
the exchange offer, other than certain taxes described below under "-- Transfer
Taxes."
EXPIRATION DATE; EXTENSIONS; TERMINATION; AMENDMENTS
The exchange offer will expire at 5:00 p.m., New York City time, on
November 17, 2000, the "expiration date," unless extended by us. We expressly
reserve the right to extend the exchange offer on a daily basis or for such
period or periods as we may determine in our sole discretion from time to time
by giving oral, confirmed in writing, or written notice to the exchange agent
and by making a public announcement by press release to the Dow Jones News
Service prior to 9:00 a.m., New York City time, on the first business day
following the previously scheduled expiration date. During any extension of the
exchange offer, all outstanding notes previously tendered, not validly withdrawn
and not accepted for exchange will remain subject to the exchange offer and may
be accepted for exchange by us.
To the extent we are legally permitted to do so, we expressly reserve the
absolute right, in our sole discretion, to:
- waive any condition to the exchange offer; and
- amend any of the terms of the exchange offer.
Any waiver or amendment to the exchange offer will apply to all outstanding
notes tendered, regardless of when or in what order the outstanding notes were
tendered. If we make a material change in
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<PAGE> 17
the terms of the exchange offer or if we waive a material condition of the
exchange offer, we will disseminate additional exchange offer materials, and we
will extend the exchange offer to the extent required by law.
We expressly reserve the right, in our sole discretion, to terminate the
exchange offer if any of the conditions set forth under "-- Conditions to the
Exchange Offer" exist. Any such termination will be followed promptly by a
public announcement. In the event we terminate the exchange offer, we will give
immediate notice to the exchange agent, and all outstanding notes previously
tendered and not accepted for payment will be returned promptly to the tendering
holders.
In the event that the exchange offer is withdrawn or otherwise not
completed, new notes will not be given to holders of outstanding notes who have
tendered their outstanding notes.
RESALE OF NEW NOTES
Based on interpretations of the SEC staff set forth in no action letters
issued to third parties, we believe that new notes issued under the exchange
offer in exchange for outstanding notes may be offered for resale, resold and
otherwise transferred by you without compliance with the registration and
prospectus delivery provisions of the Securities Act, if:
- you are not our "affiliate" within the meaning of Rule 405 under the
Securities Act;
- you are acquiring new notes in the ordinary course of your business; and
- you do not intend to participate in the distribution of the new notes.
If you tender outstanding notes in the exchange offer with the intention of
participating in any manner in a distribution of the new notes:
- you cannot rely on those interpretations by the SEC staff; and
- you must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction and that such a secondary resale transaction must be covered
by an effective registration statement containing the selling security
holder information required by Item 507 or 508, as applicable, of
Regulation S-K.
Unless an exemption from registration is otherwise available, any security
holder intending to distribute new notes should be covered by an effective
registration statement under the Securities Act containing the selling security
holder's information required by Item 507 of Regulation S-K under the Securities
Act. This prospectus may be used for an offer to resell, a resale or other
retransfer of new notes only as specifically set forth in this prospectus. Only
broker-dealers that acquired the outstanding notes as a result of market-making
activities or other trading activities may participate in the exchange offer.
Each broker-dealer that receives new notes for its own account in exchange for
outstanding notes, where such outstanding notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of the new notes. Under our registration rights agreements, we
are required to allow such broker-dealers and other persons, if any, subject to
similar prospectus delivery requirements, to use this prospectus in connection
with the resale of new notes. Please read the section captioned "Plan of
Distribution" for more details regarding the transfer of new notes.
ACCEPTANCE OF OUTSTANDING NOTES FOR EXCHANGE
We will accept for exchange outstanding notes validly tendered pursuant to
the exchange offer, or defectively tendered, if such defect has been waived by
us, and not withdrawn prior to the later of: (1) the expiration date of the
exchange offer; and (2) the satisfaction or waiver of the conditions specified
below under "-- Conditions to the Exchange Offer." We will not accept
outstanding notes for exchange
16
<PAGE> 18
subsequent to the expiration date of the exchange offer. Tenders of outstanding
notes will be accepted only in principal amounts equal to $1,000 or integral
multiples thereof.
We expressly reserve the right, in our sole discretion, to:
- delay acceptance for exchange of outstanding notes tendered under the
exchange offer, subject to Rule 14e-1 under the Exchange Act, which
requires that an offeror pay the consideration offered or return the
securities deposited by or on behalf of the holders promptly after the
termination or withdrawal of a tender offer, or
- terminate the exchange offer and not accept for exchange any outstanding
notes not theretofore accepted for exchange, if any of the conditions set
forth below under "-- Conditions to the Exchange Offer" have not been
satisfied or waived by us or in order to comply in whole or in part with
any applicable law. In all cases, new notes will be issued only after
timely receipt by the exchange agent of certificates representing
outstanding notes, or confirmation of book-entry transfer, a properly
completed and duly executed letter of transmittal, or a manually signed
facsimile thereof, and any other required documents. For purposes of the
exchange offer, we will be deemed to have accepted for exchange validly
tendered outstanding notes, or defectively tendered outstanding notes
with respect to which we have waived such defect, if, as and when we give
oral, confirmed in writing, or written notice to the exchange agent.
Promptly after the expiration date, we will deposit the new notes with
the exchange agent, who will act as agent for the tendering holders for
the purpose of receiving the new notes and transmitting them to the
holders. The exchange agent will deliver the new notes to holders of
outstanding notes accepted for exchange after the exchange agent receives
the new notes.
If for any reason, we delay acceptance for exchange of validly tendered
outstanding notes or we are unable to accept for exchange validly tendered
outstanding notes, then the exchange agent may, nevertheless, on our behalf,
retain tendered outstanding notes, without prejudice to our rights described
under "-- Expiration Date; Extensions; Termination; Amendments," "-- Withdrawal
of Tenders" and "-- Conditions to the Exchange Offer," subject to Rule 14e-1
under the Exchange Act, which requires that an offeror pay the consideration
offered or return the securities deposited by or on behalf of the holders
thereof promptly after the termination or withdrawal of a tender offer.
If any tendered outstanding notes are not accepted for exchange for any
reason, or if certificates are submitted evidencing more outstanding notes than
those that are tendered, certificates evidencing outstanding notes that are not
exchanged will be returned, without expense, to the tendering holder, or, in the
case of outstanding notes tendered by book-entry transfer into the exchange
agent's account at a book-entry transfer facility under the procedure set forth
under "-- Procedures for Tendering Outstanding Notes -- Book-Entry Transfer,"
such outstanding notes will be credited to the account maintained at such
book-entry transfer facility from which such outstanding notes were delivered,
unless otherwise required by such holder under "Special Delivery Instructions"
in the letter of transmittal, promptly following the exchange date or the
termination of the exchange offer.
Tendering holders of outstanding notes exchanged in the exchange offer will
not be obligated to pay brokerage commissions or transfer taxes with respect to
the exchange of their outstanding notes other than as described in "-- Transfer
Taxes" or in Instruction 6 to the letter of transmittal. We will pay all other
charges and expenses in connection with the exchange offer.
PROCEDURES FOR TENDERING OUTSTANDING NOTES
Any beneficial owner whose outstanding notes are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee or held
through a book-entry transfer facility and who wishes to tender outstanding
notes should contact such registered holder promptly and instruct such
registered holder to tender outstanding notes on such beneficial owner's behalf.
17
<PAGE> 19
Tender of Outstanding Notes Held Through DTC. The exchange agent and DTC
have confirmed that the exchange offer is eligible for the DTC automated tender
offer program. Accordingly, DTC participants may electronically transmit their
acceptance of the exchange offer by causing DTC to transfer outstanding notes to
the exchange agent in accordance with DTC's automated tender offer program
procedures for transfer. DTC will then send an agent's message to the exchange
agent.
The term "agent's message" means a message transmitted by DTC, received by
the exchange agent and forming part of the book-entry confirmation, which states
that DTC has received an express acknowledgement from the participant in DTC
tendering outstanding notes that are the subject of that book-entry confirmation
that the participant has received and agrees to be bound by the terms of the
letter of transmittal, and that we may enforce such agreement against such
participant. In the case of an agent's message relating to guaranteed delivery,
the term means a message transmitted by DTC and received by the exchange agent,
which states that DTC has received an express acknowledgement from the
participant in DTC tendering outstanding notes that they have received and agree
to be bound by the notice of guaranteed delivery.
Tender of Outstanding Notes Held in Physical Form. For a holder to validly
tender outstanding notes held in physical form:
- the exchange agent must receive at its address set forth in this
prospectus a properly completed and validly executed letter of
transmittal, or a manually signed facsimile thereof, together with any
signature guarantees and any other documents required by the instructions
to the letter of transmittal; and
- the exchange agent must receive certificates for tendered outstanding
notes at such address, or such outstanding notes must be transferred
pursuant to the procedures for book-entry transfer described above. A
confirmation of such book-entry transfer must be received by the exchange
agent prior to the expiration date of the exchange offer. A holder who
desires to tender outstanding notes and who cannot comply with the
procedures set forth herein for tender on a timely basis or whose
outstanding notes are not immediately available must comply with the
procedures for guaranteed delivery set forth below.
LETTERS OF TRANSMITTAL AND OUTSTANDING NOTES SHOULD BE SENT ONLY TO THE EXCHANGE
AGENT AND NOT TO US OR TO ANY BOOK-ENTRY TRANSFER FACILITY.
THE METHOD OF DELIVERY OF OUTSTANDING NOTES, LETTERS OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER TENDERING OUTSTANDING NOTES. DELIVERY OF SUCH DOCUMENTS WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF SUCH DELIVERY
IS BY MAIL, WE SUGGEST THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN
ADVANCE OF THE EXPIRATION DATE OF THE EXCHANGE OFFER TO PERMIT DELIVERY TO THE
EXCHANGE AGENT PRIOR TO SUCH DATE. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT
TENDERS OF OUTSTANDING NOTES WILL BE ACCEPTED.
Signature Guarantees. Signatures on the letter of transmittal must be
guaranteed by an eligible institution unless:
- the letter of transmittal is signed by the registered holder of the
outstanding notes tendered therewith, or by a participant in one of the
book-entry transfer facilities whose name appears on a security position
listing it as the owner of those outstanding notes, or if any outstanding
notes for principal amounts not tendered are to be issued directly to the
holder, or, if tendered by a participant in one of the book-entry
transfer facilities, any outstanding notes for principal amounts not
tendered or not accepted for exchange are to be credited to the
participant's account at the
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<PAGE> 20
book-entry transfer facility, and neither the "Special Issuance
Instructions" nor the "Special Delivery Instructions" box on the letter
of transmittal has been completed, or
- the outstanding notes are tendered for the account of an eligible
institution.
An eligible institution is a firm that is a participant in the Security Transfer
Agents Medallion Program or the Stock Exchanges Medallion Program, which is
generally a member of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office in the United States.
Book-Entry Transfer. The exchange agent will seek to establish a new
account or utilize an outstanding account with respect to the outstanding notes
at DTC promptly after the date of this prospectus. Any financial institution
that is a participant in the book-entry transfer facility system and whose name
appears on a security position listing it as the owner of the outstanding notes
may make book-entry delivery of outstanding notes by causing the book-entry
transfer facility to transfer such outstanding notes into the exchange agent's
account. HOWEVER, ALTHOUGH DELIVERY OF OUTSTANDING NOTES MAY BE EFFECTED THROUGH
BOOK-ENTRY TRANSFER INTO THE EXCHANGE AGENT'S ACCOUNT AT A BOOK-ENTRY TRANSFER
FACILITY, A PROPERLY COMPLETED AND VALIDLY EXECUTED LETTER OF TRANSMITTAL, OR A
MANUALLY SIGNED FACSIMILE THEREOF, MUST BE RECEIVED BY THE EXCHANGE AGENT AT ITS
ADDRESS SET FORTH IN THIS PROSPECTUS ON OR PRIOR TO THE EXPIRATION DATE OF THE
EXCHANGE OFFER, OR ELSE THE GUARANTEED DELIVERY PROCEDURES DESCRIBED BELOW MUST
BE COMPLIED WITH. The confirmation of a book-entry transfer of outstanding notes
into the exchange agent's account at a book-entry transfer facility is referred
to in this prospectus as a "book-entry confirmation." Delivery of documents to
the book-entry transfer facility in accordance with that book-entry transfer
facility's procedures does not constitute delivery to the exchange agent.
Guaranteed Delivery. If you wish to tender your outstanding notes and:
- certificates representing your outstanding notes are not lost but are not
immediately available;
- time will not permit your letter of transmittal, certificates
representing your outstanding notes and all other required documents to
reach the exchange agent on or prior to the expiration date of the
exchange offer, or
- the procedures for book-entry transfer cannot be completed on or prior to
the expiration date of the exchange offer,
then, you may tender if both of the following are complied with:
(1) your tender is made by or through an eligible institution; and
(2) on or prior to the expiration date of the exchange offer, the exchange
agent has received from the eligible institution a properly completed and
validly executed notice of guaranteed delivery, by manually signed facsimile
transmission, mail or hand delivery, in substantially the form provided with
this prospectus. The notice of guaranteed delivery must:
(a) set forth your name and address, the registered number(s) of your
outstanding notes and the principal amount of outstanding notes tendered;
(b) state that the tender is being made thereby;
(c) guarantee that, within three New York Stock Exchange trading days
after the date of the notice of guaranteed delivery, the letter of
transmittal or facsimile thereof properly completed and validly executed,
together with certificates representing the outstanding notes, or a
book-entry confirmation, and any other documents required by the letter of
transmittal and the instructions thereto, will be deposited by the eligible
institution with the exchange agent; and
19
<PAGE> 21
(d) the exchange agent receives the properly completed and validly
executed letter of transmittal or facsimile thereof with any required
signature guarantees, together with certificates for all outstanding notes
in proper form for transfer, or a book-entry confirmation, and any other
required documents, within three New York Stock Exchange trading days after
the date of the notice of guaranteed delivery.
Other Matters. New notes will be issued in exchange for outstanding notes
accepted for exchange only after timely receipt by the exchange agent of:
- certificates for (or a timely book-entry confirmation with respect to)
your outstanding notes, a properly completed and duly executed letter of
transmittal or facsimile thereof with any required signature guarantees,
or, in the case of a book-entry transfer, an agent's message; and
- any other documents required by the letter of transmittal.
All questions as to the form of all documents and the validity, including
time of receipt, and acceptance of all tenders of outstanding notes will be
determined by us, in our sole discretion, the determination of which shall be
final and binding. ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF OUTSTANDING
NOTES WILL NOT BE CONSIDERED VALID. We reserve the absolute right to reject any
or all tenders of outstanding notes that are not in proper form or the
acceptance of which, in our opinion, would be unlawful. We also reserve the
right to waive any defects, irregularities or conditions of tender as to
particular outstanding notes.
Our interpretation of the terms and conditions of the exchange offer,
including the instructions in the letter of transmittal, will be final and
binding.
Any defect or irregularity in connection with tenders of outstanding notes
must be cured within the time we determine, unless waived by us. Tenders of
outstanding notes will not be deemed to have been made until all defects and
irregularities have been waived by us or cured. Neither we, the exchange agent
nor any other person will be under any duty to give notice of any defects or
irregularities in tenders of outstanding notes, or will incur any liability to
holders for failure to give any such notice.
By signing or agreeing to be bound by the letter of transmittal, you will
represent to us that, among other things:
- any new notes that you receive will be acquired in the ordinary course of
your business;
- you have no arrangement or understanding with any person or entity to
participate in the distribution of the new notes;
- if you are not a broker-dealer, you are not engaged in and do not intend
to engage in the distribution of the new notes;
20
<PAGE> 22
- if you are a broker-dealer that will receive new notes for your own
account in exchange for outstanding notes that were acquired as a result
of market-making activities, you will deliver a prospectus, as required
by law, in connection with any resale of those new notes; and
- you are not our "affiliate," as defined in Rule 405 of the Securities
Act, or, if you are an affiliate, you will comply with any applicable
registration and prospectus delivery requirements of the Securities Act.
WITHDRAWAL OF TENDERS
Except as otherwise provided in this prospectus, you may withdraw your
tender of outstanding notes at any time prior to 5:00 p.m., New York City time,
on the expiration date.
For a withdrawal to be effective:
- the exchange agent must receive a written notice of withdrawal at its
address set forth below under "-- Exchange Agent," or
- you must comply with the appropriate procedures of DTC's automated tender
offer program system.
Any notice of withdrawal must:
- specify the name of the person who tendered the outstanding notes to be
withdrawn; and
- identify the outstanding notes to be withdrawn, including the principal
amount of the outstanding notes.
If outstanding notes have been tendered pursuant to the procedure for
book-entry transfer described above, any notice of withdrawal must specify the
name and number of the account at DTC to be credited with the withdrawn
outstanding notes and otherwise comply with the procedures of DTC.
We will determine all questions as to the validity, form, eligibility and
time of receipt of notice of withdrawal, and our determination shall be final
and binding on all parties. We will deem any outstanding notes so withdrawn not
to have been validly tendered for exchange for purposes of the exchange offer.
Any outstanding notes that have been tendered for exchange but that are not
exchanged for any reason will be returned to their holder without cost to the
holder or, in the case of outstanding notes tendered by book-entry transfer into
the exchange agent's account at DTC according to the procedures described above,
such outstanding notes will be credited to an account maintained with DTC for
the outstanding notes. This return or crediting will take place as soon as
practicable after withdrawal, rejection of tender or termination of the exchange
offer. You may retender properly withdrawn outstanding notes by following one of
the procedures described under "-- Procedures for Tendering Outstanding Notes"
at any time on or prior to the expiration date.
CONDITIONS TO THE EXCHANGE OFFER
We will not be required to accept for exchange, or exchange any new notes
for, any outstanding notes tendered, and we may terminate, extend or amend the
exchange offer and may, subject to Rule 14e-1 under the Exchange Act, which
requires that an offeror pay the consideration offered or return the securities
deposited by or on behalf of the holders thereof promptly after the termination
or withdrawal of a tender offer, postpone the acceptance for exchange of
outstanding notes so tendered if, on or prior to the expiration date of the
exchange offer, the following shall have occurred:
- we have determined that the offering and sales under the registration
statement, the filing of such registration statement or the maintenance
of its effectiveness would require disclosure of or would interfere in
any material respect with any material financing, merger, offering or
other transaction involving us or would otherwise require disclosure of
nonpublic information that could materially and adversely affect us.
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The conditions to the exchange offer are for our sole benefit and may be
asserted by us in our sole discretion or may be waived by us, in whole or in
part, in our sole discretion, whether or not any other condition of the exchange
offer also is waived. We have not made a decision as to what circumstances would
lead us to waive any condition, and any waiver would depend on circumstances
prevailing at the time of that waiver. Any determination by us concerning the
events described in this section shall be final and binding upon all persons.
ALTHOUGH WE HAVE NO PRESENT PLANS OR ARRANGEMENTS TO DO SO, WE RESERVE THE RIGHT
TO AMEND, AT ANY TIME, THE TERMS OF THE EXCHANGE OFFER. WE WILL GIVE HOLDERS
NOTICE OF ANY AMENDMENTS IF REQUIRED BY APPLICABLE LAW.
TRANSFER TAXES
We will pay all transfer taxes applicable to the transfer and exchange of
outstanding notes pursuant to the exchange offer. If, however:
- delivery of the new notes and/or certificates for outstanding notes for
principal amounts not exchanged, are to be made to any person other than
the record holder of the outstanding notes tendered;
- tendered certificates for outstanding notes are recorded in the name of
any person other than the person signing any letter of transmittal; or
- a transfer tax is imposed for any reason other than the transfer and
exchange of outstanding notes to us or our order,
then the amount of any such transfer taxes, whether imposed on the record holder
or any other person, will be payable by the tendering holder prior to the
issuance of the new notes.
CONSEQUENCES OF FAILURE TO EXCHANGE
If you do not exchange your outstanding notes for new notes in the exchange
offer, you will remain subject to the restrictions on transfer of the
outstanding notes:
- as set forth in the legend printed on the notes as a consequence of the
issuance of the outstanding notes pursuant to the exemptions from, or in
transactions not subject to, the registration requirements of the
Securities Act and applicable state securities laws; and
- otherwise set forth in the memorandums distributed in connection with the
private offerings of the outstanding notes.
In general, you may not offer or sell the outstanding notes unless they are
registered under the Securities Act, or if the offer or sale is exempt from
registration under the Securities Act and applicable state securities laws.
Except as required by the registration rights agreements, we do not intend to
register resales of the outstanding notes under the Securities Act. Based on
interpretations of the SEC staff, you may offer for resale, resell or otherwise
transfer new notes issued in the exchange offer without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that (1) you are not our "affiliate" within the meaning of Rule 405 under the
Securities Act, (2) you acquired the new notes in the ordinary course of your
business and (3) you have no arrangement or understanding with respect to the
distribution of the new notes to be acquired in the exchange offer. If you
tender outstanding notes in the exchange offer for the purpose of participating
in a distribution of the new notes:
- you cannot rely on the applicable interpretations of the SEC; and
- you must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction and that such a secondary resale transaction must be covered
by an effective registration statement containing the selling security
holder information required by Item 507 or 508, as applicable, of
Regulation S-K.
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EXCHANGE AGENT
Bank One Trust Company, NA has been appointed as exchange agent for the
exchange offer. You should direct questions and requests for assistance,
requests for additional copies of this prospectus, the letter of transmittal or
any other documents to the exchange agent. You should send certificates for
outstanding notes, letters of transmittal and any other required documents to
the exchange agent addressed as follows:
Bank One Trust Company, NA
1 Bank One Plaza
Mail Code IL1-0126
Chicago, Illinois 60670-0126
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DESCRIPTION OF THE NEW NOTES
We will issue the new notes under an indenture dated as of June 2, 2000, as
amended by a supplemental indenture dated September 14, 2000, between us and
Bank One Trust Company, N.A., as trustee. The outstanding notes were also issued
under the indenture. The terms of the outstanding notes are identical in all
material respects to the terms of the new notes, except that the outstanding
notes contain terms with respect to transfer restrictions (and therefore are not
freely tradeable).
The terms of the notes include those set forth in the indenture and those
made a part of the indenture by reference to the Trust Indenture Act of 1939.
The following description is a summary of the material provisions of the notes
and the indenture. It does not restate the indenture in its entirety. We urge
you to read the indenture because it, and not this description, defines your
rights as holders of the notes. Copies of the indenture are available at the
offices of the trustee.
THE NOTES
The notes:
- are general unsecured obligations;
- are unconditionally guaranteed by our subsidiary, Northern Border
Intermediate Limited Partnership, for so long as that subsidiary has
incurred or guaranteed any long-term debt;
- rank equally with all of our other existing and future senior and
unsubordinated debt;
- rank junior to any of our secured debt to the extent of the security for
that debt;
- rank senior to all of our future subordinated debt; and
- are non-recourse to our general partners. See "-- Non-Recourse; No
Personal Liability."
Subject to the exceptions, and subject to compliance with the applicable
requirements, set forth in the indenture, we may discharge our obligations under
the indenture with respect to the notes as described under "-- Discharge and
Defeasance."
PRINCIPAL, MATURITY AND INTEREST
The notes will mature on June 15, 2010. The notes are currently limited to
$250.0 million aggregate principal amount. We may issue additional notes of this
series from time to time, without the consent of the holders of the notes, in
compliance with the covenants of the indenture.
Interest on the notes will:
- accrue from June 2, 2000 at the rate of 8 7/8% per year;
- be payable semiannually on each June 15 and December 15, commencing
December 15, 2000;
- be payable to the person in whose name the notes are registered at the
close of business on the relevant June 1 and December 1 preceding the
applicable interest payment date;
- be computed on the basis of a 360-day year comprised of twelve 30-day
months; and
- be payable on overdue interest to the extent permitted by law at the same
rate as interest is payable on principal.
If any interest payment date, maturity date or redemption date falls on a day
that is not a business day, the payment will be made on the next business day
with the same force and effect as if made on the relevant interest payment date,
maturity date or redemption date. Unless we default on a payment, no interest
will accrue for the period from and after the applicable maturity date or
redemption date.
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DENOMINATIONS
The notes will be issued in registered form in denominations of $1,000 each
or integral multiples thereof.
OPTIONAL REDEMPTION
The notes will be redeemable, in whole or in part, at our option
exercisable at any time or from time to time upon not less than 30 and not more
than 60 days' notice as provided in the indenture, on any date prior to their
maturity at a redemption price equal to:
- the principal amount of such notes; plus
- accrued and unpaid interest thereon, if any, to the redemption date, plus
- a make-whole premium described below, if any.
The redemption price will never be less than 100% of the principal amount of the
relevant notes plus accrued and unpaid interest thereon, if any, to the
redemption date.
The amount of the make-whole premium with respect to any note to be
redeemed will be equal to the excess, if any, of:
(1) the sum of the present values, calculated as of the redemption
date, of:
- each interest payment that, but for such redemption, would have
been payable on the note or portion thereof being redeemed on each
interest payment date occurring after the redemption date
(excluding any accrued interest for the period prior to the
redemption date); and
- the principal amount that, but for such redemption, would have been
payable at the final maturity of the note being redeemed; over
(2) the principal amount of the note being redeemed.
The present values of interest and principal payments referred to in clause
(1) above will be determined in accordance with generally accepted principles of
financial analysis. These present values will be calculated by discounting the
amount of each payment of interest or principal from the date that each such
payment would have been payable, but for the redemption, to the redemption date
at a discount rate equal to the comparable treasury yield (as defined below)
plus 35 basis points. The make-whole premium will be calculated by an
independent investment banking institution of national standing appointed by us.
If we fail to appoint an independent investment banker at least 45 days prior to
the redemption date, or if the independent investment banker we appoint is
unwilling or unable to make the calculation, the calculation will be made by
Banc of America Securities LLC. If Banc of America Securities LLC is unwilling
or unable to make the calculation, we will appoint an independent investment
banking institution of national standing to make the calculation.
For purposes of determining the make-whole premium, comparable treasury
yield means a rate of interest per annum equal to the weekly average yield to
maturity of United States Treasury Securities that have a constant maturity that
corresponds to the remaining term to maturity of the notes, calculated to the
nearest 1/12th of a year. The comparable treasury yield will be determined as of
the third business day immediately preceding the applicable redemption date.
The weekly average yields of United States Treasury Securities will be
determined by reference to the most recent statistical release published by the
Federal Reserve Bank of New York and designated "H.15(519) Selected Interest
Rates" or any successor release. If the H.15 statistical release sets forth a
weekly average yield for United States Treasury Securities having a constant
maturity that is the same as the remaining term calculated as set forth above,
then the comparable treasury yield will be equal to such weekly average yield.
In all other cases, the comparable treasury yield will be calculated by
interpolation
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on a straight-line basis, between the weekly average yields on the United States
Treasury Securities that have a constant maturity closest to and greater than
the remaining term and the United States Treasury Securities that have a
constant maturity closest to and less than the remaining term (in each case as
set forth in the H.15 statistical release or any successor release). Any weekly
average yields calculated by interpolation will be rounded to the nearest
1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward.
If weekly average yields for United States Treasury Securities are not available
in the H.15 statistical release or otherwise, then the comparable treasury yield
will be calculated by interpolation of comparable rates selected by an
independent investment banker selected in the manner described in the second
preceding paragraph.
In the case of any partial redemption, selection of the notes for
redemption will be made by the trustee on a pro rata basis, by lot or by such
other method as the trustee in its sole discretion shall deem to be fair and
appropriate. Notes will only be redeemed in multiples of $1,000 in original
principal amount. If any note is to be redeemed in part only, the notice of
redemption will state the portion of the principal amount to be redeemed. A
replacement note in principal amount equal to the unredeemed portion of the
original note will be issued upon the cancellation of the original note.
SINKING FUND
We are not required to make mandatory redemption or sinking fund payments
with respect to the notes.
METHOD OF PAYMENT
The note requires that payment in respect of the global notes be made by
wire transfer of immediately available funds to the accounts specified by the
holders of the notes. If no such account is specified, we may choose to make
payment at the office of the trustee or by mailing a check to the holder's
registered address.
REPURCHASE OF NOTES UPON A RATING DECLINE
If a Rating Decline (as defined below under "-- Definitions") occurs and an
Investment Grade (as defined below under "-- Definitions") rating has not been
reinstated within 40 days after such occurrence, each holder of the notes shall
have the right to require us to repurchase the holder's notes. The repurchase
price shall be payable in cash and shall be equal to 100% of the principal
amount of notes repurchased plus accrued and unpaid interest thereon, if any, to
the date of repurchase.
Within 10 days following any Rating Decline, we will mail an initial notice
to each holder with a copy to the trustee stating that a Rating Decline has
occurred and a repurchase of the notes by us may be required. If within 30 days
following such initial notice, the Rating Agency or Agencies (as defined below
under "-- Definitions") which downgraded the notes shall have failed to
reinstate an Investment Grade rating to the notes, then we will, on the 40th day
following such Rating Decline, mail a subsequent notice to each holder with a
copy to the trustee stating:
(1) that an Investment Grade rating of the notes has not been
reinstated and that such holder has the right to require us to repurchase
such holder's notes at a repurchase price in cash equal to 100% of the
principal amount thereof plus accrued and unpaid interest, if any, to the
date of repurchase;
(2) the repurchase date, which shall be a business day and be not
earlier than 30 days or later than 60 days from the date the initial notice
is mailed;
(3) that interest on any note not tendered will continue to accrue;
(4) that interest on any note accepted for payment in a repurchase
shall cease to accrue after the repurchase date;
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(5) that holders electing to have a note purchased will be required to
surrender the note (if the notes are not in book-entry form), with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the note
completed, to the paying agent at the address specified in the notice prior
to the close of business on the repurchase date;
(6) that holders will be entitled to withdraw their election if the
paying agent receives, not later than the close of business on the third
business day, or such shorter periods as may be required by applicable law,
preceding the repurchase date, a telegram, facsimile transmission or letter
setting forth the name of the holder, the principal amount of notes the
holder delivered for purchase, and a statement that such holder is
withdrawing his election to have such notes purchased; and
(7) that holders which elect to have their notes purchased only in
part will be issued replacement notes (if the notes are not in book-entry
form) in a principal amount equal to the unpurchased portion of the notes
surrendered.
On the repurchase date, we will:
(1) accept for payment notes or portions thereof tendered pursuant to
the Rating Decline,
(2) deposit with the trustee money sufficient to pay the purchase
price of all notes or portions thereof so tendered, and
(3) for notes not in book-entry form, deliver or cause to be delivered
to the trustee notes so accepted together with an officers' certificate
identifying the notes or portions thereof tendered to us.
The trustee shall promptly mail to the holders of the notes so accepted
payment in an amount equal to the purchase price plus accrued and unpaid
interest thereon, and promptly authenticate and mail to such holders a
replacement note (if the notes are not in book-entry form) in a principal amount
equal to any unpurchased portion of the notes surrendered. We will publicly
announce the results of any repurchases of notes upon a Rating Decline on or as
soon as practicable after the repurchase date.
We will comply with all applicable tender offer rules, including without
limitation Rule 14e-1 under the Exchange Act, in connection with any repurchases
of notes upon a Rating Decline.
CERTAIN COVENANTS
The indenture does not limit the amount of indebtedness or other
obligations that we may incur and does not contain provisions that give you the
right to require us to repurchase your notes upon a change of control. The
indenture contains the following material financial covenants:
Limitation on Liens. We will not, and will not permit any of our
Subsidiaries (as defined below under "-- Definitions") to, issue, create, assume
or guarantee any indebtedness for borrowed money secured by a lien upon any of
our Property (as defined below under "-- Definitions") or the Property of any
Subsidiary or upon any shares of stock or indebtedness of any Subsidiary that
owns or leases any Property (whether such Property, shares of stock or
indebtedness is now existing or owned or subsequently created or acquired)
without effectively providing that the notes will be secured equally and ratably
with or prior to such secured debt until such time as such debt is no longer
secured by a lien.
The foregoing restriction does not require us to secure the notes if the
liens consist of either Permitted Liens (as defined below under
"-- Definitions") or if the indebtedness secured by these liens is Exempted
Indebtedness (as defined below under "-- Definitions").
Limitation on Sale-Leaseback Transactions. We will not, and will not permit
any of our Subsidiaries to, enter into any Sale-Leaseback Transaction (as
defined below under "-- Definitions") with respect to any Property unless:
- we or our Subsidiary, as the case may be, would be entitled, pursuant to
the provisions of the indenture, to incur indebtedness secured by a lien
on the Property involved in such transaction at
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least equal in amount to the Attributable Indebtedness (as defined below
under "-- Definitions") with respect to that Sale-Leaseback Transaction
without equally and ratably securing the notes pursuant to the covenant
described above in "-- Limitation on Liens;"
- within 12 months after the effective date of such transaction, we, or our
Subsidiary, as the case may be, apply an amount equal to not less than
the Attributable Indebtedness of such Sale-Leaseback Transaction either
(1) to the voluntary defeasance or the repayment, redemption or
retirement of the notes or other indebtedness for borrowed money of ours
or any of our Subsidiaries that matures more than one year after the
creation of such indebtedness or (2) to the acquisition, construction,
development or improvement of any Property used or useful or (3) any
combination of applications referred to in (1) and (2) above.
Exempted Indebtedness. Notwithstanding the foregoing limitations on liens
and Sale-Leaseback Transactions, we and our Subsidiaries may issue, incur,
create, assume, or guarantee indebtedness secured by a lien (other than a
Permitted Lien) without securing the notes, or may enter into Sale-Leaseback
Transactions without complying with the preceding paragraph, or enter into a
combination of such transactions, if the sum of the aggregate principal amount
of all such indebtedness and the Attributable Indebtedness of all such
Sale-Leaseback Transactions then in existence, in each case not otherwise
permitted in the preceding three paragraphs, does not at the time incurred
exceed 10% of our Consolidated Net Tangible Assets (as defined below under
"-- Definitions").
Payments for Consent. We will not, and will not permit any of our
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration whether by way of fee, interest or otherwise to or for the benefit
of any holder of notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of the indenture or the notes unless
such consideration is offered to be paid and is paid to all holders of the notes
that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.
Reports. So long as any notes are outstanding, and pursuant to Section
314(a) of the Trust Indenture Act, we will:
(1) for as long as we are required to file information with the SEC
pursuant to the Exchange Act, file with the trustee, within 15 days after
we are required to file with the SEC copies of the annual report and of the
information, documents and other reports which we may be required to file
with the SEC pursuant to the Exchange Act; or
(2) if we are not required to file information with the SEC pursuant
to the Exchange Act, file with the trustee and the SEC, in accordance with
rules and regulations prescribed from time to time by the SEC, any
supplementary and periodic information, documents and reports which may be
required pursuant to the Exchange Act, in respect of a security listed and
registered on a national securities exchange as may be prescribed in such
rules and regulations.
MERGER, AMALGAMATION, CONSOLIDATION AND SALE OF ASSETS
We and Northern Border Intermediate Limited Partnership will not merge,
amalgamate or consolidate with or into any other entity or sell, convey, lease,
transfer or otherwise dispose of all or substantially all of our property or
assets to any person, whether in a single transaction or series of related
transactions, except pursuant to Article XVI of our partnership agreement, and
unless:
- either we or Northern Border Intermediate Limited Partnership, as the
case may be, is the surviving entity, or the surviving entity:
- is an entity organized under the laws of the United States, a state
thereof or the District of Columbia, or Canada or a province thereof;
and
- expressly assumes by supplemental indenture satisfactory to the trustee,
the due and punctual payment of the principal of, premium, if any, and
interest on all of the notes, and the due and
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punctual performance or observance of all the other covenants and
conditions of the indenture to be performed or observed by us;
- immediately before and immediately after giving effect to the transaction
or series of transactions, no default or event of default has occurred
and is continuing; and
- we have delivered to the trustee an officer's certificate and opinion of
counsel, each stating that the merger, amalgamation, consolidation, sale,
conveyance, transfer, lease or other disposition, and if a supplemental
indenture is required, the supplemental indenture, comply with the
conditions set forth above and all other conditions precedent to the
transaction have been complied with.
Notwithstanding the foregoing, any successor (including pursuant to Article
XVI of our partnership agreement) must comply with the terms of the indenture,
including the requirement that the successor execute and deliver a supplemental
indenture.
EVENTS OF DEFAULT
"Event of default" when used in the indenture, means any of the following:
- failure to pay the principal of or any premium on any note when due;
- failure to pay interest on any note for 30 days;
- failure to perform any other term, covenant or warranty in the indenture
that continues for 90 days after being given written notice;
- default by us or any of our Subsidiaries in the payment at the final
maturity, after the expiration of any applicable grace period, of
principal of, premium, if any, or interest on indebtedness for money
borrowed in the principal amount then outstanding of $25.0 million or
more, or acceleration of any indebtedness of $25.0 million or more so
that it becomes due and payable prior to its maturity date and such
acceleration is not rescinded within 60 days after notice to us in
accordance with the indenture;
- certain events of bankruptcy, insolvency or reorganization.
The trustee may withhold notice to the holders of notes of any default,
except in the payment of principal or interest, if it considers such withholding
of notice to be in the best interests of the holders.
If an event of default occurs and continues, other than certain events of
bankruptcy, insolvency, or reorganization, the trustee or the holders of at
least 25% in aggregate principal amount of the notes may declare the entire
principal of all the outstanding notes to be due and payable immediately. If
this happens, subject to certain conditions, the holders of a majority of the
aggregate principal amount of the notes can void the declaration. If an event of
default relating to certain events of bankruptcy, insolvency, or reorganization
occurs, the notes are due and payable immediately.
Other than its duties in case of a default, a trustee is not obligated to
exercise any of its rights or powers under the indenture at the request, order
or direction of any holders, unless the holders offer to the trustee indemnity
satisfactory to the trustee. If they provide this indemnification, the holders
of a majority in principal amount of the notes may direct the time, method and
place of conducting any proceeding or any remedy available to the trustee, or
exercising any power conferred upon the trustee.
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DEFINITIONS
As used in the foregoing description of certain covenants by which we are
bound pursuant to the indenture, the following terms have the following
meanings:
"Attributable Indebtedness" means with respect to a Sale-Leaseback
Transaction, at the time of determination, the lesser of:
- the fair market value (as determined in good faith by our Partnership
Policy Committee) of such assets;
- the present value of the total net amount of rent required to be paid
under the lease involved in such Sale-Leaseback Transaction during the
remaining term thereof (including any renewal term exercisable at the
lessee's option or period for which such lease has been extended),
discounted at the rate of interest set forth or implicit in the terms of
such lease or, if not practicable to determine such rate, the weighted
average interest rate per annum borne by the notes compounded
semiannually; or
- if the obligation with respect to the Sale-Leaseback Transaction
constitutes an obligation that is required to be classified and accounted
for as a capital lease obligation (as defined in the indenture) for
financial reporting purposes in accordance with generally accepted
accounting principles, the amount equal to the capitalized amount of such
obligation determined in accordance with generally accepted accounting
principles and included in the financial statements of the lessee.
For purposes of the foregoing definition, rent will not include amounts required
to be paid by the lessee, whether or not designated as rent or additional rent,
on account of or contingent upon maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges. In the case of any lease that is
terminable by the lessee upon the payment of a penalty, such net amount shall be
the lesser of the net amount determined assuming termination upon the first date
such lease may be terminated (in which case the net amount shall also include
the amount of the penalty, but no rent shall be considered as required to be
paid under such lease subsequent to the first date upon which it may be so
terminated) or the net amount determined assuming no such termination.
"Consolidated Net Tangible Assets" means, at any date of determination, the
aggregate amount of total assets included on the most recent quarterly or annual
balance sheet of us and our consolidated subsidiaries prepared in accordance
with generally accepted accounting principles less applicable reserves reflected
in such balance sheet, after deducting the following amounts:
- all current liabilities reflected in such balance sheet; and
- all goodwill, trade names, trademarks, patents, unamortized debt discount
and expense and other like intangibles reflected in such balance sheet.
"Investment Grade" means BBB- or above, in the case of S&P (or its
equivalent under any successor Rating Categories of S&P), Baa3 or above, in the
case of Moody's (or its equivalent under any successor Rating Categories of
Moody's), and the equivalent in respect of the Rating Categories of any Rating
Agencies substituted for S&P or Moody's.
"Moody's" means Moody's Investors Services, Inc. and its successors.
"Permitted Liens" include:
- liens existing at or provided for under the terms of agreements existing
on the date of the initial issuance of the notes;
- liens on property, shares of stock, indebtedness or other assets of any
person (which is not a subsidiary) existing at the time such person is
merged into or consolidated with or into us or any of our Subsidiaries,
provided that such liens are not incurred in anticipation of such person
becoming
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a Subsidiary, or liens existing at the time of a sale, lease or other
disposition of the properties of a person as an entirety or substantially
as an entirety to us or any of our Subsidiaries;
- liens on property, shares of stock, indebtedness for borrowed money or
other assets existing at the time of acquisition thereof by us or any of
our Subsidiaries, or liens thereon to secure the payment of all or any
part of the purchase price thereof;
- liens on property, shares of stock, indebtedness for borrowed money or
other assets to secure any indebtedness for borrowed money incurred prior
to, at the time of, or within 24 months after, the latest of the
acquisition thereof, or, in the case of property, the completion of
construction, the completion of development or improvements or the
commencement of commercial operation of such property for the purpose of
financing all or any part of the purchase price thereof, such
construction or the making of such development or improvements;
- liens to secure indebtedness owing to us or our Subsidiaries;
- liens on property to secure all or part of the cost of acquiring,
constructing, altering, improving, developing or repairing any property
or asset, or improvements used in connection with that property or liens
incurred by us or any of our Subsidiaries to provide funds for any such
activities;
- liens in favor of the United States of America or any state, territory or
possession thereof (or the District of Columbia), or any department,
agency, instrumentality or political subdivision of the United States of
America or any state, territory or possession thereof (or the District of
Columbia), to secure partial, progress, advance or other payments
pursuant to any contract or statute or to secure any indebtedness
incurred for the purpose of financing all or any part of the purchase
price or the cost of constructing, developing or improving the property
subject to such liens;
- liens on any property to secure bonds for the construction, installation
or financing of pollution control or abatement facilities, or other forms
of industrial revenue bond financing, or indebtedness issued or
guaranteed by the United States, any state or any department, agency or
instrumentality thereof;
- liens contemplated by Section 7.07 of the indenture;
- liens deemed to exist by reason of negative pledges in respect of
indebtedness; and
- liens to secure any refinancing, refunding, extension, renewal or
replacement of any lien referred to in the bullet points above; provided,
however, that any liens permitted by the terms set forth under any of
such bullet points shall not extend to or cover any property of ours or
of any of our Subsidiaries, as the case may be, other than the property
specified in such clauses and improvements thereto or proceeds therefrom.
"Property" means any right or interest of ours or any of our Subsidiaries
in or to property of any kind whatsoever, whether real, personal or mixed and
whether tangible or intangible.
"Rating Agencies" means (a) S&P and Moody's or (b) if S&P or Moody's or
both of them are not making ratings of the notes publicly available, a
nationally recognized U.S. rating agency or agencies, as the case may be,
selected by us, which will be substituted for S&P or Moody's or both, as the
case may be.
"Rating Categories" means:
(a) with respect to S&P, any of the following categories (any of which
may include a "+" or "-"): AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or
equivalent successor categories);
(b) with respect to Moody's, any of the following categories (any of
which may include a "1," "2" or "3"): Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C
and D (or equivalent successor categories); and
(c) the equivalent of any such categories of S&P or Moody's used by
another Rating Agency, if applicable.
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"Rating Decline" means the assignment by any Rating Agency of a rating to
the notes that is below Investment Grade.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors.
"Sale-Leaseback Transaction" means any arrangement with any person
providing for the leasing by us or any of our Subsidiaries of any Property,
which Property has been or is to be sold or transferred by us or such Subsidiary
to such person, other than:
- any such transaction involving a lease for a term of not more than two
years;
- any such transaction between us and any of our Subsidiaries or between
any of our Subsidiaries; or
- any such transaction executed by the time of or within one year after the
latest of the acquisition, the completion of construction, development or
improvement or the commencement of commercial operation of assets subject
to such leasing transaction.
"Subsidiary" of any person means:
- any person of which more than 50% of the total voting power of the shares
of capital stock (without regard to any contingency to vote in the
election of directors, managers, trustees, or equivalent persons), at the
time of such determination, is owned or controlled, directly or
indirectly, by any person or one or more of the Subsidiaries of that
person or a combination thereof;
- in the case of a partnership, any person of which more than 50% of the
partners' capital interests (considering all partners' capital interests
as a single class), at the time of such determination, is owned or
controlled, directly or indirectly, by any person or one or more of the
Subsidiaries of that person; or
- any other person in which such person or one or more of the Subsidiaries
of that person or a combination thereof has the power to control by
contract or otherwise the board of directors, managers, trustees or
equivalent governing body or otherwise controls such entity.
GUARANTEE
Northern Border Intermediate Limited Partnership will unconditionally
guarantee the payment of the notes on a senior unsecured basis. Northern Border
Intermediate Limited Partnership waives and will not in any manner whatsoever
claim or take the benefit or advantage of, any rights of reimbursement,
indemnity or subrogation or any other rights against us or any of our
subsidiaries as a result of Northern Border Intermediate Limited Partnership's
payment under its guarantee.
Notwithstanding the previous paragraph, Northern Border Intermediate
Limited Partnership will be released and discharged from its obligations under
the indenture, and its guarantee will no longer be in effect, in the event it is
no longer a guarantor of any Funded Debt (as defined below) other than the
notes, so long as no default or event of default under the indenture has
occurred or is continuing. In such event, Northern Border Intermediate Limited
Partnership will give the trustee notice and we will execute and deliver a
supplemental indenture. If at any time after the issuance of the notes,
including following any release of Northern Border Intermediate Limited
Partnership from its guarantee under the indenture, Northern Border Intermediate
Limited Partnership incurs, creates, assumes or guarantees any Funded Debt, we
will cause Northern Border Intermediate Limited Partnership to guarantee the
notes in accordance with the indenture by simultaneously executing and
delivering a supplemental indenture.
Northern Border Intermediate Limited Partnership's guarantee will be a
senior unsecured obligation of Northern Border Intermediate Limited Partnership
and will rank equally with its guarantee of our bank credit facilities and
existing and future Debt (as defined below) that is not expressly subordinated.
Northern Border Intermediate Limited Partnership is a holding company with its
ownership of a 70% general partner interest in Northern Border Pipeline as its
most significant asset. Northern Border
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Intermediate Limited Partnership's guarantee will be effectively subordinated to
all indebtedness of Northern Border Pipeline and our other operating
subsidiaries.
As used in the foregoing description of Northern Border Intermediate
Limited Partnership's guarantee, the terms "Debt" and "Funded Debt" have the
following meanings:
"Debt" means any obligation incurred, created or assumed by any person for
the repayment of money borrowed, any purchase money obligation incurred, created
or assumed by such person and any guarantee of any of the foregoing.
"Funded Debt" means all Debt maturing one year or more from the date of the
incurrence, creation, assumption or guarantee thereof, all Debt directly or
indirectly renewable or extendable, at the option of the debtor, by its terms or
by the terms of any instrument or agreement relating thereto, to a date one year
or more from the date of the incurrence, creation, assumption or guarantee
thereof, and all Debt under a revolving credit or similar agreement obligating
the lender or lenders to extend credit over a period of one year or more.
NON-RECOURSE; NO PERSONAL LIABILITY
None of our Partnership Policy Committee members, Audit Committee members,
or our general partners or our general partners' directors, officers, employees,
incorporators or stockholders, if any, shall have any liability for any of our
obligations under the notes, Northern Border Intermediate Limited Partnership's
guarantee, the indenture or any supplemental indenture, or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
holder of notes by accepting a note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the notes. Such
waiver may not be effective to waive liabilities under the federal securities
laws, and it is the view of the SEC that such waivers of liabilities under
federal securities laws are against public policy.
DISCHARGE AND DEFEASANCE
We will be discharged from our obligations on the notes at any time if we
deposit with the trustee sufficient cash or non-callable government securities
to pay the principal, interest, any premium, and any other sums due to the
stated maturity date or a redemption date of the notes. If this happens, the
holders of the notes will not be entitled to the benefits of the indenture
except for registration of, transfer and exchange of notes and replacement of
lost, stolen or mutilated notes. In addition, we will be released from our
obligations to comply with the covenant in the indenture to provide reports and
from restrictions in the indenture on our ability to merge, consolidate or sell
all or substantially all of our assets, and the limitations in the indenture on
liens and sale-leaseback transactions if we irrevocably deposit with the
trustee, in trust, cash or government securities to pay the principal, interest,
premium, if any, and any other sums due to the stated maturity date or
applicable redemption date of the notes and we comply with certain other
conditions. If this happens, our failure to comply with the covenants described
in the preceding sentence will not constitute a default or event of default in
respect of the notes.
Under federal income tax law, a discharge described in the preceding
paragraph may be treated as an exchange of the related debt securities. Each
holder might be required to recognize gain or loss equal to the difference
between the holder's cost or other tax basis for the notes and the value of the
holder's interest in the trust. Holders might be required to include as income a
different amount than would be includable without the discharge. Prospective
investors should seek tax advice to determine their particular consequences of a
discharge, including the applicability and effect of tax laws other than the
federal income tax law.
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In addition, we may terminate our obligations under the notes, other than
our obligation to pay the principal of, premium, if any, and accrued and unpaid
interest on such notes and certain other obligations, provided that we either:
(1) deliver all outstanding notes (other than notes for which payment
amounts have been deposited with the trustee as described in the second
preceding paragraph) to the trustee for cancellation; or
(2) all such notes not so delivered for cancellation have either
become due and payable or will become due and payable at their stated
maturity within one year or are called for redemption within one year and,
in the case of this clause (2), we have deposited with the trustee in trust
an amount of money sufficient to pay and discharge the entire indebtedness
of such notes, including interest to the stated maturity or applicable
redemption date.
TRANSFER AND EXCHANGE
The notes will be issued in registered form and may be transferred or
exchanged only in accordance with the indenture. The registrar and the trustee
may require a holder, among other things, to furnish appropriate endorsements
and transfer documents and we may require a holder to pay any taxes and fees
required by law or permitted by the indenture. We are not required to transfer
or exchange any note selected for redemption. Also, we are not required to
transfer or exchange any note for a period of 15 days before a selection of
notes to be redeemed.
The registered holder of a note will be treated as the owner of it for all
purposes.
CONCERNING THE TRUSTEE
Bank One Trust Company, N.A. serves as trustee under the indenture. We have
appointed the trustee to serve as the paying agent and registrar for the notes.
The trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such conflict or resign. We
currently, and certain of our affiliates may, have banking relationships with
the trustee.
The holders of a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The indenture provides that in case an event of default
shall occur (which shall not be cured), the trustee will be required, in the
exercise of its power, to use the degree of care of a prudent man in the conduct
of his own affairs. Subject to such provisions, the trustee will be under no
obligation to exercise any of its rights or powers under the indenture at the
request of any holder of notes, unless such holder shall have offered to the
trustee security and indemnity satisfactory to it against any loss, liability or
expense.
BOOK-ENTRY, DELIVERY AND FORM
Generally, the notes will be issued in the form of global notes registered
in the name of DTC or its nominee.
Outstanding notes issued in certificated form may be exchanged in the
exchange offer for new notes in certificated form.
Payment of the principal of and interest on certificated notes is subject
to the indenture and will be made at the corporate trust office of the trustee
or such other office or agency as may be designated by it for such purpose in
New York City. Payment of interest on certificated notes will be made to the
person in whose name such note is registered at the close of business on the
applicable record date. All other terms of the certificated notes are governed
by the indenture.
Except as described below, the global notes may be transferred, in whole
and not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the global notes
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may not be exchanged for notes in certificated form except in the limited
circumstances described below under "-- Depositary Procedures -- Exchange of
Book-Entry Notes for Certificated Notes."
Initially, the trustee will act as paying agent and registrar for the
notes.
DEPOSITARY PROCEDURES
The depository will act as securities depositary for the notes in
book-entry form. The following information about the depositary is based on
information furnished by the depositary.
DTC has advised us that DTC is a limited-purpose trust company created to
hold securities for its participating organizations and to facilitate the
clearance and settlement of transactions in those securities between
participants through electronic book-entry changes in accounts of participants,
eliminating the need for physical movement of securities certificates. The
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. Access to DTC's system is
also available to other entities such as banks, securities brokers and dealers,
and trust companies that clear through or maintain a custodial relationship with
a participant, either directly or indirectly. Persons who are not participants
may beneficially own securities held by or on behalf of DTC only through the
participants or indirect participants. The ownership interest and transfer of
ownership interest of each actual purchaser of each security held by or on
behalf of DTC are recorded on the records of the participants and indirect
participants.
DTC has also advised us that pursuant to procedures established by it, (a)
upon deposit of the global notes, DTC will credit the accounts of the designated
participants with portions of the principal amount of global notes and (b)
ownership of such interests in the global notes will be shown on, and the
transfer of ownership thereof will be effected only through, records maintained
by DTC (with respect to participants) or by participants and the indirect
participants (with respect to other owners of beneficial interests in the global
notes).
The laws of some states require that certain persons take physical delivery
in definitive form of securities that they own. Consequently, the ability to
transfer beneficial interest in a global note to such persons may be limited to
that extent. Because DTC can act only on behalf of participants, which in turn
act on behalf of indirect participants and certain banks, the ability of a
person having a beneficial interest in a global note to pledge such interest to
persons or entities that do not participate in the DTC system, or otherwise take
actions in respect of such interests, may be affected by the lack of physical
certificates evidencing such interest. For certain other restrictions on the
transferability of the notes, see "-- Exchange of Book-Entry Notes for
Certificated Notes."
EXCEPT AS DESCRIBED BELOW, OWNERS OF INTERESTS IN THE GLOBAL NOTES WILL NOT
HAVE NOTES REGISTERED IN THEIR NAMES, WILL NOT RECEIVE PHYSICAL DELIVERY OF
NOTES IN CERTIFICATED FORM AND WILL NOT BE CONSIDERED THE REGISTERED OWNERS OR
HOLDERS THEREOF UNDER THE INDENTURE FOR ANY PURPOSE.
Under the terms of the indenture, the trustee and we will treat the persons
in whose names the notes, including the global notes, are registered as the
owners thereof for the purpose of receiving such payments and for any and all
other purposes whatsoever. Payments in respect of the principal and premium, if
any, and interest on a global note registered in the name of DTC or its nominee
will be payable by the trustee to DTC or its nominee in its capacity as the
registered holder under the indenture. Consequently, none of us, the trustee nor
any of our agents or the trustee's agents has or will have any responsibility or
liability for (a) any aspect of DTC's records or any participant's or indirect
participant's records relating to or payments made on account of beneficial
ownership interests in the global notes, or for maintaining, supervising or
reviewing any of DTC's records or any participant's or indirect participant's
records relating to the beneficial ownership interests in the global notes or
(b) any other matter relating to the actions and practices of DTC or any of its
participants or indirect participants.
DTC has advised us that its current practices for payments of principal,
interest, and the like with respect to securities such as the notes is to credit
the accounts of the relevant participants with the payment on the payment date,
in amounts proportionate to their respective holdings in principal amount of
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beneficial interests in the relevant security such as the global notes as shown
on the records of DTC. Payments by participants and the indirect participants to
the beneficial owners of notes will be governed by standing instructions and
customary practices and will not be the responsibility of DTC, the trustee or
us. Neither the trustee nor we will be liable for any delay by DTC or its
participants in identifying the beneficial owners of the notes, and the trustee
and we may conclusively rely on and will be protected in relying on instructions
from DTC or its nominee as the registered owner of the notes for all purposes.
The global notes will trade in DTC's Same-Day Funds Settlement System and,
therefore, transfers between participants in DTC will be effected in accordance
with DTC's procedures, and will be settled in immediately available funds.
Transfers between indirect participants who hold an interest through a
participant will be effected in accordance with the procedures of such
participant but generally will settle in immediately available funds.
DTC has advised us that it will take any action permitted to be taken by a
holder of notes only at the direction of one or more participants to whose
account interests in the global notes are credited and only in respect of such
portion of the aggregate principal amount of the notes to which such participant
or participants has or have given direction. However, if there is an Event of
Default under the notes, DTC reserves the right to exchange global notes
(without the direction of one or more of its participants) for legended notes in
certificated form, and to distribute such certificated forms of notes to its
participants.
Although DTC has agreed to the foregoing procedures to facilitate transfers
of interests in the notes among participants, it is under no obligation to
perform or to continue to perform such procedures, and such procedures may be
discontinued at any time. Neither the trustee nor we shall have any
responsibility for the performance by DTC or its participants and indirect
participants of their respective obligations under the rules and procedures
governing any of their operations.
Exchange of Book-Entry Notes for Certificated Notes. A global note is
exchangeable for definitive notes in registered certificated form if (1) DTC (A)
notifies us that it is unwilling or unable to continue as depository for the
global note and we thereupon fail to appoint a successor depository or (B) has
ceased to be a clearing agency registered under the Exchange Act, (2) we, at our
option, notify the trustee in writing that we elect to cause issuance of the
notes in certificated form or (3) there shall have occurred and be continuing a
Default or Event of Default. In addition, beneficial interests in a global note
held by any participant or indirect participant may be exchanged for
certificated notes upon request to DTC by such participant (for itself and on
behalf of an indirect participant) but only upon at least 20 days' prior written
notice given to the trustee by or on behalf of DTC in accordance with customary
procedures. In all cases, certificated notes delivered in exchange for any
global note or beneficial interest therein will be registered in names, and
issued in any approved denominations, requested by or on behalf of DTC (in
accordance with its customary procedures) unless we determine otherwise in
compliance with applicable law.
Neither the trustee nor we will be liable for any delay by the holder of
the global note or DTC in identifying the beneficial owners of notes, and the
trustee and we may conclusively rely on, and will be protected in relying on,
instructions from the holder of the global note or DTC for all purposes.
Certificated Notes. Subject to certain conditions, any person having a
beneficial interest in the global note may, upon request to the trustee,
exchange such beneficial interest for notes in the form of certificated notes.
Upon any such issuance, the trustee is required to register such certificated
notes in the name of, and cause the same to be delivered to, such person or
persons (or the nominee of any thereof). In addition, if (a) we notify the
trustee in writing that DTC is no longer willing or able to act as a depository
and we are unable to locate a qualified successor within 90 days or (b) we, at
our option, notify the trustee in writing that we elect to cause the issuance of
notes in the form of certificated notes under the indenture or (c) DTC will not
continue to hold the book-entry interests related to the global notes or is no
longer a clearing agency registered under the Exchange Act and we do not replace
DTC within 120 days, then, upon surrender by the global note holder of its
global note, notes in such form will be issued to each person that the global
note holder and DTC identify as being the beneficial owner of the related notes.
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Neither the trustee nor we will be liable for any delay by the global note
holder or DTC in identifying the beneficial owners of notes and the trustee and
we may conclusively rely on, and will be protected in relying on, instructions
from the global note holder or DTC for all purposes.
Same-day Settlement and Payment. The indenture will require that payments
in respect of the notes represented by the global note (including principal,
premium, if any, and interest) be made by wire transfer of immediately available
funds to the accounts specified by the global note holder. With respect to
certificated notes, we will make all payments of principal, premium, if any, and
interest by wire transfer of immediately available funds to the accounts
specified by the holders thereof or, if no such account is specified, by mailing
a check to each such holder's registered address. We expect that secondary
trading in the certificated notes will also be settled in immediately available
funds.
MEETINGS
The indenture contains provisions describing how meetings of the holders of
notes may be convened. A meeting may be called at any time by the trustee, and
also, upon request, by us or the holders of at least 10% in principal amount of
the outstanding notes. A notice of the meeting must always be given in the
manner described under "-- Notices" below. Generally speaking, any resolution
presented at a meeting of the holders of a series of notes may be adopted by the
affirmative vote of the holders of a majority in principal amount of the
outstanding notes, unless the indenture allows the action to be voted upon to be
taken with the approval of the holders of a different specific percentage of
principal amount of the notes. In that case, the holders of outstanding notes of
at least the specified percentage must vote in favor of the action. Any
resolution passed or decision taken at any meeting of holders of notes in
accordance with the indenture will be binding on all holders of notes. The
quorum at any meeting called to adopt a resolution, and at any reconvened
meeting, will be an aggregate principal amount sufficient to take action upon
the matter for which the meeting was called.
GOVERNING LAW
The indenture and the notes will be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of laws
principles.
NOTICES
Notices to holders of notes will be given by mail to the addresses of such
holders as they appear in the security register.
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UNITED STATES FEDERAL TAX CONSIDERATIONS
The following is a discussion of the material U.S. federal income tax
consequences of the ownership and disposition of the notes and represents the
opinion of our counsel, Vinson & Elkins L.L.P., as to these matters. Unless
otherwise stated, this discussion is limited to the tax consequences to those
persons who purchase the notes from us and who hold the notes as capital assets
under Section 1221 of the Internal Revenue Code of 1986, as amended. The
discussion does not address specific tax consequences that may be relevant to
particular persons including, for example, financial institutions,
broker-dealers, insurance companies, tax-exempt organizations, and persons in
special situations, such as those who hold notes as part of a straddle, hedge,
conversion transaction, or other integrated investment. In addition, this
discussion does not address U.S. federal alternative minimum tax consequences or
any aspect of state, local or foreign taxation. This discussion is based upon
current U.S. federal income tax laws, regulations, rulings and judicial
decisions, all of which are subject to change, possibly with retroactive effect.
In our counsel's opinion, the notes qualify as indebtedness for federal income
tax purposes, and the following discussion assumes that this treatment is
correct.
For purposes of this discussion, you are a "U.S. Holder" if you are a
beneficial owner of a note and are a U.S. citizen or resident, a corporation,
partnership or other entity created or organized in or under the laws of the
U.S. or of any political subdivision thereof, an estate, the income of which is
subject to U.S. federal income taxation regardless of its source, or a trust if
a U.S. court is able to exercise primary supervision over its administration and
one or more U.S. persons have the authority to control all of its substantial
decisions or specific electing trusts in existence as of August 28, 1996. You
are a "Non-U.S. Holder" if you are a holder of a note who is not a U.S. Holder.
PARTICIPANTS IN THE EXCHANGE OFFER ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE SPECIFIC U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO THEM
OF OWNING AND DISPOSING OF THE NOTES, AS WELL AS THE APPLICATION OF STATE, LOCAL
AND FOREIGN INCOME AND OTHER TAX LAWS.
TAX CONSEQUENCES TO U.S. HOLDERS
Taxation of Interest. If you are a U.S. Holder, interest on your notes
generally will be taxable as ordinary interest income at the time payments are
accrued or are received in accordance with your regular method of accounting for
federal income tax purposes. The notes are not expected to be issued with
"original issue discount" for U.S. federal income tax purposes.
Sale, Exchange or Retirement of the Notes. Upon the sale, exchange or
retirement of the notes, you will recognize gain or loss equal to the
difference, if any, between the amount realized upon the sale, exchange or
retirement (less any portion allocable to accrued and unpaid interest) and your
adjusted tax basis in the notes. Your adjusted tax basis in the notes generally
will be your cost for the notes, less any principal payments you receive.
The gain or loss you recognize on the sale, exchange or retirement of the
notes will be capital gain or loss. The gain or loss will be long-term capital
gain or loss if you have held the notes for more than twelve months. Long-term
capital gain is subject to a maximum federal tax rate of 20% for U.S. Holders
other than corporations. The deductibility of capital losses by U.S. Holders is
subject to limitation.
To the extent that the amount realized represents accrued but unpaid
interest, that amount must be taken into account as interest income, if it was
not previously included in your income. Please read "-- Taxation of Interest"
above.
Exchange Offer. The exchange offer should not produce, for U.S. federal
income tax purposes, recognizable gain or loss to either us or a U.S. Holder of
a new note because the new notes will be identical in all material expects to
the outstanding notes, except that the new notes will be registered and,
therefore, not subject to transfer restrictions. A U.S. Holder will have an
initial adjusted tax basis and holding period in the new note equal to its
adjusted tax basis and holding period in the outstanding note.
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TAX CONSEQUENCES TO NON-U.S. HOLDERS
Taxation of Interest. If you are a Non-U.S. Holder, you generally will not
be subject to U.S. federal income or withholding tax on interest paid on the
notes so long as that interest is not effectively connected with your conduct of
a trade or business within the U.S., and you:
- do not actually or constructively own 10% or more of the total combined
voting power of our capital or profits interests;
- are not a "controlled foreign corporation" with respect to which we are a
"related person" within the meaning of the Code; and
- are not a bank receiving the interest pursuant to a loan agreement in the
ordinary course of your trade or business.
In addition, for the exemption from withholding taxes to apply, a Non-U.S.
Holder must provide us with a properly completed and executed Form W-8 BEN, or
other applicable form, as provided for in the Treasury Regulations, certifying
that the beneficial owner of the note is a foreign person. If these conditions
are not satisfied, then interest paid on the notes will be subject to U.S.
federal income and withholding tax at a rate of 30% unless that rate is reduced
or eliminated pursuant to an applicable tax treaty.
Sale, Exchange or Retirement of the Notes. Any capital gain you recognize
on the sale, exchange, retirement or other taxable disposition of a note will be
exempt from U.S. federal income and withholding tax, provided that:
- the gain is not effectively connected with your conduct of a trade or
business within the U.S.; and
- if you are an individual, you are not present in the U.S. for 183 days or
more during the taxable year.
Effectively Connected Income. If the interest, gain or other income you
recognize on a note is effectively connected with your conduct of a trade or
business within the U.S., you will be exempt from the withholding tax previously
discussed if you provide us with a properly completed and executed Form W-8 ECI,
but generally will be subject to U.S. federal income tax on the interest, gain
or other income at regular federal income tax rates. In addition to regular U.S.
federal income tax, if you are a corporation, you may be subject to a branch
profits tax equal to 30% of your effectively connected earnings and profits, as
adjusted for certain items, unless you qualify for a lower rate under an
applicable tax treaty.
Federal Estate Taxes. A note held by an individual who at the time of death
is not a citizen or resident of the U.S. will not be subject to U.S. federal
estate tax as a result of such individual's death, provided that the individual
does not actually or constructively own 10% or more of our capital or profits
interests and that the interest accrued on the notes was not effectively
connected with that holder's conduct of a trade or business within the U.S.
INFORMATION REPORTING AND BACKUP WITHHOLDING
We will, where required, report to you and the Internal Revenue Service the
amount of any interest paid on the notes in each calendar year and the amounts
of tax withheld, if any, with respect to those payments. A noncorporate U.S.
Holder may be subject to information reporting and to backup withholding at a
rate of 31% with respect to payments of interest made on a note, or proceeds of
the disposition of a note before maturity, unless the U.S. Holder provides a
correct taxpayer identification number or proof of an applicable exemption and
otherwise complies with applicable requirements of the information reporting and
backup withholding rules.
In the case of payments of interest to Non-U.S. Holders, current Treasury
Regulations provide that the 31% backup withholding tax and certain information
reporting requirements will not apply to payments with respect to which either
the requisite certification, as described above, has been received or an
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<PAGE> 41
exemption has otherwise been established, provided that neither we nor our
payment agent has actual knowledge that the holder is a U.S. person or that the
conditions of any other exemption are not in fact satisfied.
Under current Treasury Regulations, information reporting and backup
withholding requirements will apply, however, to the gross proceeds paid to a
Non-U.S. Holder on the disposition of the notes by or through a U.S. office of a
U.S. or foreign broker, unless the Non-U.S. Holder otherwise establishes an
exemption. Information reporting requirements, but not backup withholding, will
also apply to payment of the proceeds of a disposition of the notes by or
through a foreign office of a U.S. broker or foreign brokers with certain types
of relationships to the U.S. unless the broker has documentary evidence in its
file that the holder of the notes is not a U.S. person and the broker has no
actual knowledge to the contrary, or the holder establishes an exemption.
Neither information reporting nor backup withholding generally will apply to
payment of the proceeds of a disposition of the notes by or through a foreign
office of a foreign broker not subject to the preceding sentence.
Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules may be refunded or credited against the holder's U.S.
federal income tax liability, provided that the required information is
furnished to the Internal Revenue Service.
New Treasury Regulations effective January 1, 2001, have been issued with
respect to the certification requirements described above. You should consult
your own tax advisor as to how these new regulations may affect you.
PLAN OF DISTRIBUTION
Based on interpretations by the staff of the SEC in no-action letters
issued to third parties, we believe that you may transfer new notes issued under
the exchange offer in exchange for the outstanding notes if:
- you acquire the new notes in the ordinary course of your business; and
- you are not engaged in, and do not intend to engage in, and have no
arrangement or understanding with any person to participate in, a
distribution of such new notes.
Broker-dealers receiving new notes in the exchange offer will be subject to
a prospectus delivery requirement with respect to resales of the new notes.
We believe that you may not transfer new notes issued under the exchange
offer in exchange for the outstanding notes if you are:
- our "affiliates" within the meaning of Rule 405 under the Securities Act;
- a broker-dealer that acquired outstanding notes directly from us; or
- a broker-dealer that acquired outstanding notes as a result of
market-making or other trading activities without compliance with the
registration and prospectus delivery provisions of the Securities Act.
To date, the staff of the SEC has taken the position that participating
broker-dealers may fulfill their prospectus delivery requirements with respect
to transactions involving an exchange of securities such as this exchange offer,
other than a resale of an unsold allotment from the original sale of the
outstanding notes, with the prospectus contained in the exchange offer
registration statement. In the registration rights agreements, we have agreed to
permit participating broker-dealers to use this prospectus in connection with
the resale of new notes.
If you wish to exchange your outstanding notes for new notes in the
exchange offer, you will be required to make representations to us as described
in "The Exchange Offer -- Exchange Terms" and "-- Procedures for Tendering
Outstanding Notes -- Other Matters" in this prospectus and in the letter of
transmittal. In addition, if you are a broker-dealer who receives new notes for
your own account in
40
<PAGE> 42
exchange for outstanding notes that were acquired by you as a result of
market-making activities or other trading activities, you will be required to
acknowledge that you will deliver a prospectus in connection with any resale by
you of such new notes. See "The Exchange Offer-Resale of New Notes."
We will not receive any proceeds from any sale of new notes by
broker-dealers. Broker-dealers who receive new notes for their own account in
the exchange offer may sell them from time to time in one or more transactions
in the over-the-counter market:
- in negotiated transactions;
- through the writing of options on the new notes or a combination of such
methods of resale;
- at market prices prevailing at the time of resale; and
- at prices related to such prevailing market prices or negotiated prices.
Any resale may be made directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of commissions or concessions
from any broker-dealer or the purchasers of any new notes. Any broker-dealer
that resells new notes it received for its own account in the exchange offer and
any broker or dealer that participates in a distribution of such new notes may
be deemed to be an "underwriter" within the meaning of the Securities Act. Any
profit on any resale of new notes and any commissions or concessions received by
any such persons may be deemed to be underwriting compensation under the
Securities Act. The letter of transmittal states that by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
We have agreed to pay all expenses incidental to the exchange offer other
than commissions and concessions of any brokers or dealers. We will indemnify
holders of the outstanding notes, including any broker-dealers, against certain
liabilities, including liabilities under the Securities Act, as provided in the
registration rights agreements.
LEGAL MATTERS
Vinson & Elkins L.L.P. will pass upon certain legal matters with respect to
the notes.
INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated financial statements of Northern Border Partners, L.P. as
of December 31, 1999 and 1998, and for each of the three years in the period
ended December 31, 1999, incorporated by reference in this prospectus and
elsewhere in the registration statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in accounting and auditing in giving said report.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Exchange Act. The registration statement of
which this prospectus forms a part and these reports, proxy statements and other
information can be inspected and copied at the public reference room maintained
by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the SEC's regional offices at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and at Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of these materials may also be obtained from the
SEC at prescribed rates by writing to the public reference room maintained by
the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the public reference room
by calling the SEC at 1-800-SEC-0330.
41
<PAGE> 43
We have filed with the SEC a registration statement on Form S-4 under the
Securities Act with respect to this offering. This prospectus, which forms a
part of the registration statement, does not contain all the information
included in the registration statement and the attached exhibits.
The SEC maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding us. The reports, proxy and information statements
and other information about us can be downloaded from the SEC's website and can
also be inspected and copied at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings made with the SEC under section 13(a), 13(c), 14 or 15(d) of the
Exchange Act until the exchange offer is completed:
- our annual report on Form 10-K for the year ended December 31, 1999,
- our quarterly reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000, and
- our current report on Form 8-K dated October 3, 2000.
You may request a copy of these filings, at no cost, by writing or calling us at
the following address:
Investor Relations
Northern Border Partners, L.P.
1111 South 103rd Street
Omaha, Nebraska 68124
Telephone: (877) 208-7318
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with any information. You should not assume that the information in this
document is current as of any date other than the date on the front page of this
prospectus.
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<PAGE> 44
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Partnership Agreement contains the following provisions relating to
indemnification of officers, general partners and Partnership Policy Committee
members:
6.8 Indemnification.
(a) To the fullest extent permitted by law but subject to the limitations
expressly provided in this Agreement, each General Partner, the members of the
Partnership Policy Committee, any Departing Partner, any Person who is or was an
officer or director of the Partnership, a General Partner or any Departing
Partner and all other Indemnitees shall be indemnified and held harmless by the
Partnership from and against any and all losses, claims, damages, liabilities,
joint or several, expenses (including, without limitation, legal fees and
expenses), judgments, fines, penalties, interest, settlements and other amounts
arising from any and all claims, demands, actions, suits or proceedings, whether
civil, criminal, administrative or investigative, in which any Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, by reason of
its status as (i) a General Partner, a member of the Partnership Policy
Committee, a Departing Partner or any of their Affiliates, (ii) an officer,
director, employee, partner, agent or trustee of the Partnership, a General
Partner, any Departing Partner or any of their Affiliates or (iii) a Person
serving at the request of the Partnership in another entity in a similar
capacity, provided, that in each case the Indemnitee acted in good faith and in
a manner which such Indemnitee believed to be in, or not opposed to, the best
interests of the Partnership and, with respect to any criminal proceeding, had
no reasonable cause to believe its conduct was unlawful; provided, further, no
indemnification pursuant to this Section 6.8 shall be available to the General
Partners with respect to their obligations incurred pursuant to the Indemnity
Agreement, the Underwriting Agreement or the Conveyance Agreement (other than
obligations incurred by the General Partners on behalf of the Partnership or the
Intermediate Partnership). The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere, or
its equivalent, shall not create a presumption that the Indemnitee acted in a
manner contrary to that specified above. Any indemnification pursuant to this
Section 6.8 shall be made only out of the assets of the Partnership, it being
agreed that the General Partners shall not be personally liable for such
indemnification and shall have no obligation to us to contribute or loan any
monies or property to the Partnership to enable it to effectuate such
indemnification.
(b) To the fullest extent permitted by law, expenses (including, without
limitation, legal fees and expenses) incurred by an Indemnitee who is
indemnified pursuant to Section 6.8(a) in defending any claim, demand, action,
suit or proceeding shall, from time to time, be advanced by the Partnership
prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the Partnership of an undertaking by or on behalf of the
Indemnitee to repay such amount if it shall be determined that the Indemnitee is
not entitled to be indemnified as authorized in this Section 6.8.
(c) The indemnification provided by this Section 6.8 shall be in addition
to any other rights to which an Indemnitee may be entitled under any agreement,
pursuant to any vote of the holders of Outstanding Common Units, as a matter of
law or otherwise, both as to actions in the Indemnitee's capacity as (i) a
General Partner, a member of the Partnership Policy Committee, a Departing
Partner or an Affiliate thereof, (ii) an officer, director, employee, partner,
agent or trustee of the Partnership, a General Partner, any Departing Partner or
an Affiliate thereof or (iii) a Person serving at the request of the Partnership
in another entity in a similar capacity, and as to actions in any other capacity
(including, without limitation, any capacity under the Underwriting Agreement),
and shall continue as to an Indemnitee who has ceased to serve in such capacity
and shall inure to the benefit of the heirs, successors, assigns and
administrators of the Indemnitee.
II-1
<PAGE> 45
(d) The Partnership may purchase and maintain (or reimburse the General
Partners or their Affiliates for the cost of) insurance, on behalf of the
General Partners, the members of the Partnership Policy Committee and such other
Persons as the Partnership Policy Committee shall determine, against any
liability that may be asserted against or expense that may be incurred by such
Person in connection with the Partnership's activities, regardless of whether
the Partnership would have the power to indemnify such Person against such
liability under the provisions of this Agreement.
(e) For purposes of this Section 6.8, the Partnership shall be deemed to
have requested an Indemnitee to serve as fiduciary of an employee benefit plan
whenever the performance by it of its duties to the Partnership also imposes
duties on, or otherwise involves services by, it to the plan or participants or
beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute "fines"
within the meaning of Section 6.8(a); and action taken or omitted by it with
respect to an employee benefit plan in the performance of its duties for a
purpose reasonably believed by it to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is in, or
not opposed to, the best interests of the Partnership.
(f) In no event may an Indemnitee subject the Limited Partners to personal
liability by reason of the indemnification provisions set forth in this
Agreement.
(g) An Indemnitee shall not be denied indemnification in whole or in part
under this Section 6.8 because the Indemnitee had an interest in the transaction
with respect to which the indemnification applies if the transaction was
otherwise permitted by the terms of this Agreement.
(h) The provisions of this Section 6.8 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.
(i) No amendment, modification or repeal of this Section 6.8 or any
provision hereof shall in any manner terminate, reduce or impair the right of
any past, present or future Indemnitee to be indemnified by the Partnership, nor
the obligation of the Partnership to indemnify any such Indemnitee under and in
accordance with the provisions of this Section 6.8 as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising
from or relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may arise or
be asserted.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following instruments and documents are included as Exhibits to this
Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
*3.1 -- Form of Amended and Restated Agreement of Limited
Partnership of Northern Border Partners, L.P. (Exhibit
3.1 No. 2 to the Partnership's Form S-1 Registration
Statement, Registration No. 33-66158 ("Form S-1")).
*3.2 -- Form of Amended and Restated Agreement of Limited
Partnership For Northern Border Intermediate Limited
Partnership (Exhibit 10.1 to Form S-1).
*4.1 -- Indenture, dated as of June 2, 2000, between the
registrants and Bank One Trust Company, N.A. (Exhibit 4.1
to the Partnership's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2000 ("June 2000
10-Q")).
**4.2 -- First Supplemental Indenture, dated as of September 14,
2000, between the registrants and Bank One Trust Company,
N.A.
</TABLE>
II-2
<PAGE> 46
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
*4.3 -- Registration Rights Agreement, dated June 2, 2000, by and
among the registrants and Banc of America Securities LLC,
Banc One Capital Markets, Inc. and SunTrust Equitable
Securities, as Initial Purchasers (Exhibit 4.2 to June
2000 10-Q).
**4.4 -- Registration Rights Agreement, dated September 14, 2000,
by and among the registrants and Banc of America
Securities LLC, Banc One Capital Markets, Inc. and
SunTrust Equitable Securities, as Initial Purchasers.
**5.1 -- Opinion of Vinson & Elkins L.L.P., as to the validity of
the new notes.
**8.1 -- Opinion of Vinson & Elkins L.L.P., as to certain tax
matters (included in Exhibit 5.1).
*10.1 -- Northern Border Pipeline Company General Partnership
Agreement between Northern Plains Natural Gas Company,
Northwest Border Pipeline Company, Pan Border Gas
Company, TransCanada Border Pipeline Ltd. and TransCan
Northern Ltd., effective March 9, 1978, as amended
(Exhibit 10.2 to Form S-1).
*10.2 -- Operating Agreement between Northern Border Pipeline
Company and Northern Plains Natural Gas Company, dated
February 28, 1980 (Exhibit 10.3 to Form S-1).
*10.3 -- Administrative Services Agreement between NBP Services
Corporation, Northern Border Partners, L.P. and Northern
Border Intermediate Limited Partnership (Exhibit 10.4 to
Form S-1).
*10.4 -- Note Purchase Agreement between Northern Border Pipeline
Company and the parties listed therein, dated July 15,
1992 (Exhibit 10.6 to Form S-1).
*10.4.1 -- Supplemental Agreement to the Note Purchase Agreement
dated as of June 1, 1995 (Exhibit 10.6.1 to the
Partnership's Annual Report on Form 10-K for the year
ended December 31, 1995 ("1995 10-K")).
*10.5 -- Guaranty made by Panhandle Eastern Pipeline Company,
dated October 31, 1992 (Exhibit 10.9 to Form S-1).
*10.6 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Enron Gas Marketing, Inc., dated June 22, 1990 (Exhibit
10.10 to Form S-1).
*10.6.1 -- Amended Exhibit A to Northern Border Pipeline Company
U.S. Shippers Service Agreement between Northern Border
Pipeline Company and Enron Gas Marketing, Inc. (Exhibit
10.10.1 to the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1993 ("1993 10-K")).
*10.6.2 -- Amended Exhibit A to Northern Border Pipeline U.S.
Shippers Service Agreement between Northern Border
Pipeline Company and Enron Gas Marketing, Inc., effective
November 1, 1994 (Exhibit 10.10.2 to the Partnership's
Annual Report on Form 10-K for the year ended December
31, 1994).
*10.6.3 -- Amended Exhibit A's to Northern Border Pipeline Company
U.S. Shipper Service Agreement effective, August 1, 1995
and November 1, 1995 (Exhibit 10.10.3 to 1995 10-K).
*10.6.4 -- Amended Exhibit A to Northern Border Pipeline Company
U.S. Shipper Service Agreement effective April 1, 1998
(Exhibit 10.10.4 to the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1997 ("1997
10-K")).
*10.7 -- Guaranty made by Northern Natural Gas Company, dated
October 7, 1993 (Exhibit 10.11.1 to 1993 10-K).
*10.8 -- Guaranty made by Northern Natural Gas Company, dated
October 7, 1993 (Exhibit 10.11.2 to 1993 10-K).
</TABLE>
II-3
<PAGE> 47
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
*10.9 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Western Gas Marketing Limited, as agent for TransCanada
PipeLines Limited, dated December 15, 1980 (Exhibit 10.13
to Form S-1).
*10.9.1 -- Amendment to Northern Border Pipeline Company Service
Agreement extending the term effective November 1, 1995
(Exhibit 10.13.1 to 1995 10-K).
*10.10 -- Form of Seventh Supplement Amending Northern Border
Pipeline Company General Partnership Agreement (Exhibit
10.15 to Form S-1).
*10.11 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Transcontinental Gas Pipe Line Corporation, dated July
14, 1983, with Amended Exhibit A effective February 11,
1994 (Exhibit 10.17 to 1995 10-K).
*10.12 -- Form of Credit Agreement among Northern Border Pipeline
Company, The First National Bank of Chicago, as
Administrative Agent, The First National Bank of Chicago,
Royal Bank of Canada, and Bank of America National Trust
and Savings Association, as Syndication Agents, First
Chicago Capital Markets, Inc., Royal Bank of Canada, and
BancAmerica Securities, Inc, as Joint Arrangers and
Lenders (as defined therein) dated as of June 16, 1997
(Exhibit 10(c) to Amendment No. 1 to Form S-3,
Registration Statement No. 333-40601 ("Form S-3")).
*10.13 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Enron Capital & Trade Resources Corp. dated October 15,
1997 (Exhibit 10.21 to 1997 10-K).
*10.14 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Enron Capital & Trade Resources Corp. dated October 15,
1997 (Exhibit 10.22 to 1997 10-K).
*10.15 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Enron Capital & Trade Resources Corp. dated August 5,
1997 with Amendment dated September 25, 1997 (Exhibit
10.25 to 1997 10-K).
*10.16 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Enron Capital & Trade Resources Corp. dated August 5,
1997 (Exhibit 10.26 to 1997 10-K).
*10.17 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
TransCanada Gas Services Inc., as agent for TransCanada
PipeLines Limited dated August 5, 1997 (Exhibit 10.27 to
1997 10-K).
*10.18 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
TransCanada Gas Services Inc., as agent for TransCanada
PipeLines Limited dated August 5, 1997 (Exhibit 10.28 to
1997 10-K).
*10.19 -- Indenture, dated as of August 17, 1999, between Northern
Border Pipeline Company and Bank One Trust Company, NA,
successor to The First National Bank of Chicago, as
trustee (Exhibit No. 4.1 to Northern Border Pipeline
Company's Form S-4 Registration Statement, Registration
No. 333-88577 ("Form S-4")).
*10.20 -- Project Management Agreement by and between Northern
Plains Natural Gas Company and Enron Engineering &
Construction Company, dated March 1, 1996 (Exhibit No.
10.39 to Form S-4).
</TABLE>
II-4
<PAGE> 48
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
*10.21 -- Eighth Supplement Amending Northern Border Pipeline
Company General Partnership Agreement (Exhibit 10.15 of
Form S-4).
*10.22 -- 364-Day Credit Agreement dated as of June 28, 2000
between Northern Border Partners, L.P., Bank Of America,
N.A., Administrative Agent, SunTrust Bank, Syndication
Agent, Bank One, NA, Documentation Agent, Banc of America
Securities LLC, Lead Arranger and Lenders (as defined
therein) (Exhibit 10.1 to June 2000 10-Q).
+10.23 -- First Amendment to 364-Day Credit Agreement entered into
as of September 21, 2000 among Northern Border Partners,
L.P., Northern Border Intermediate Limited Partnership,
Bank of America, N.A., Administrative Agent, and the
Lenders (as defined therein).
*10.24 -- Revolving Credit Agreement dated as of June 28, 2000
between Northern Border Partners, L.P., Bank Of America,
N.A., Administrative Agent, SunTrust Bank, Syndication
Agent, Bank One, NA, Documentation Agent, Banc of America
Securities LLC, Lead Arranger and Lenders (as defined
therein) (Exhibit 10.2 to June 2000 10-Q).
+10.25 -- First Amendment to Revolving Credit Agreement entered
into as of September 21, 2000 among Northern Border
Partners, L.P., Northern Border Intermediate Limited
Partnership, Bank of America, N.A., Administrative Agent,
and the Lenders (as defined therein).
*10.26 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Pan-Alberta Gas (U.S.) Inc., dated October 1, 1993, with
Amended Exhibit A effective June 22, 1998 (Exhibit 10.36
to Northern Border Pipeline Company's Annual Report on
Form 10-K for the year ended December 31, 1999 ("NB
Pipeline 1999 10-K")).
*10.27 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Pan-Alberta Gas (U.S.) Inc. (successor to Natgas U.S.
Inc.), dated October 6, 1989, with Amended Exhibit A
effective April 2, 1999 (Exhibit 10.37 to NB Pipeline
1999 10-K).
*10.28 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Pan-Alberta Gas (U.S.) Inc., dated October 1, 1992, with
Amended Exhibit A effective June 22, 1998 (Exhibit 10.38
to NB Pipeline 1999 10-K).
**12.1 -- Statement re computation of ratios.
**21 -- The subsidiaries of Northern Border Partners, L.P.
include Northern Border Intermediate Limited Partnership,
Northern Border Pipeline Company and NBP Energy
Pipelines, L.L.C.
**23.1 -- Consent of Arthur Andersen LLP.
**24.1 -- Powers of Attorney (included on pages II-7 and II-8 of
the Registration Statement).
**25.1 -- Statement of Eligibility of Bank One Trust Company, N.A.,
as trustee, on Form T-1 with respect to the issuance of
8 7/8% Senior Notes due 2010, Series A, by Northern
Border Partners, L.P. pursuant to the Indenture between
the registrants and Bank One Trust Company, N.A., as
trustee.
</TABLE>
II-5
<PAGE> 49
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
**25.2 -- Statement of Eligibility of Bank One Trust Company, N.A.,
as trustee, on Form T-1 with respect to the guarantee of
8 7/8% Senior Notes due 2010, Series A, by Northern
Border Intermediate Limited Partnership pursuant to the
Indenture between the registrants and Bank One Trust
Company, N.A., as trustee.
**99.1 -- Form of Letter of Transmittal.
</TABLE>
---------------
* Indicates exhibits incorporated by reference as indicated.
** Previously filed.
+ Filed herewith.
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(b) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(c) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration Statement when
it became effective.
II-6
<PAGE> 50
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has duly caused this amendment to the registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Omaha, State of Nebraska, on October 16, 2000.
NORTHERN BORDER PARTNERS, L.P.
(A Delaware Limited Partnership)
By: /s/ WILLIAM R. CORDES
----------------------------------
Name: William R. Cordes
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ WILLIAM R. CORDES Chief Executive Officer and October 16, 2000
----------------------------------------------------- Chairman of the Partnership
William R. Cordes Policy Committee
* Member of the Partnership Policy October 16, 2000
----------------------------------------------------- Committee
Stanley C. Horton
* Member of the Partnership Policy October 16, 2000
----------------------------------------------------- Committee
Cuba Wadlington, Jr.
/s/ JERRY L. PETERS Chief Financial and Accounting October 16, 2000
----------------------------------------------------- Officer
Jerry L. Peters
* By: /s/ JERRY L. PETERS
----------------------------------------------
Jerry L. Peters
Attorney-in-fact
</TABLE>
II-7
<PAGE> 51
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has duly caused this amendment to the registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Omaha, State of Nebraska, on October 16, 2000.
NORTHERN BORDER INTERMEDIATE
PARTNERSHIP
(A Delaware Limited Partnership)
By: /s/ WILLIAM R. CORDES
----------------------------------
Name: William R. Cordes
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ WILLIAM R. CORDES Chief Executive Officer and October 16, 2000
----------------------------------------------------- Chairman of the Partnership
William R. Cordes Policy Committee
* Member of the Partnership Policy October 16, 2000
----------------------------------------------------- Committee
Stanley C. Horton
* Member of the Partnership Policy October 16, 2000
----------------------------------------------------- Committee
Cuba Wadlington, Jr.
/s/ JERRY L. PETERS Chief Financial and Accounting October 16, 2000
----------------------------------------------------- Officer
Jerry L. Peters
* By: /s/ JERRY L. PETERS
----------------------------------------------
Jerry L. Peters
Attorney-in-fact
</TABLE>
II-8
<PAGE> 52
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
*3.1 -- Form of Amended and Restated Agreement of Limited
Partnership of Northern Border Partners, L.P. (Exhibit
3.1 No. 2 to the Partnership's Form S-1 Registration
Statement, Registration No. 33-66158 ("Form S-1")).
*3.2 -- Form of Amended and Restated Agreement of Limited
Partnership For Northern Border Intermediate Limited
Partnership (Exhibit 10.1 to Form S-1).
*4.1 -- Indenture, dated as of June 2, 2000, between the
registrants and Bank One Trust Company, N.A. (Exhibit 4.1
to the Partnership's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2000 ("June 2000
10-Q")).
**4.2 -- First Supplemental Indenture, dated as of September 14,
2000, between the registrants and Bank One Trust Company,
N.A.
*4.3 -- Registration Rights Agreement, dated June 2, 2000, by and
among the registrants and Banc of America Securities LLC,
Banc One Capital Markets, Inc. and SunTrust Equitable
Securities, as Initial Purchasers (Exhibit 4.2 to June
2000 10-Q).
**4.4 -- Registration Rights Agreement, dated September 14, 2000,
by and among the registrants and Banc of America
Securities LLC, Banc One Capital Markets, Inc. and
SunTrust Equitable Securities, as Initial Purchasers.
**5.1 -- Opinion of Vinson & Elkins L.L.P., as to the validity of
the new notes.
**8.1 -- Opinion of Vinson & Elkins L.L.P., as to certain tax
matters (included in Exhibit 5.1).
*10.1 -- Northern Border Pipeline Company General Partnership
Agreement between Northern Plains Natural Gas Company,
Northwest Border Pipeline Company, Pan Border Gas
Company, TransCanada Border Pipeline Ltd. and TransCan
Northern Ltd., effective March 9, 1978, as amended
(Exhibit 10.2 to Form S-1).
*10.2 -- Operating Agreement between Northern Border Pipeline
Company and Northern Plains Natural Gas Company, dated
February 28, 1980 (Exhibit 10.3 to Form S-1).
*10.3 -- Administrative Services Agreement between NBP Services
Corporation, Northern Border Partners, L.P. and Northern
Border Intermediate Limited Partnership (Exhibit 10.4 to
Form S-1).
*10.4 -- Note Purchase Agreement between Northern Border Pipeline
Company and the parties listed therein, dated July 15,
1992 (Exhibit 10.6 to Form S-1).
*10.4.1 -- Supplemental Agreement to the Note Purchase Agreement
dated as of June 1, 1995 (Exhibit 10.6.1 to the
Partnership's Annual Report on Form 10-K for the year
ended December 31, 1995 ("1995 10-K")).
*10.5 -- Guaranty made by Panhandle Eastern Pipeline Company,
dated October 31, 1992 (Exhibit 10.9 to Form S-1).
*10.6 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Enron Gas Marketing, Inc., dated June 22, 1990 (Exhibit
10.10 to Form S-1).
*10.6.1 -- Amended Exhibit A to Northern Border Pipeline Company
U.S. Shippers Service Agreement between Northern Border
Pipeline Company and Enron Gas Marketing, Inc. (Exhibit
10.10.1 to the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1993 ("1993 10-K")).
</TABLE>
<PAGE> 53
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
*10.6.2 -- Amended Exhibit A to Northern Border Pipeline U.S.
Shippers Service Agreement between Northern Border
Pipeline Company and Enron Gas Marketing, Inc., effective
November 1, 1994 (Exhibit 10.10.2 to the Partnership's
Annual Report on Form 10-K for the year ended December
31, 1994).
*10.6.3 -- Amended Exhibit A's to Northern Border Pipeline Company
U.S. Shipper Service Agreement effective, August 1, 1995
and November 1, 1995 (Exhibit 10.10.3 to 1995 10-K).
*10.6.4 -- Amended Exhibit A to Northern Border Pipeline Company
U.S. Shipper Service Agreement effective April 1, 1998
(Exhibit 10.10.4 to the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1997 ("1997
10-K")).
*10.7 -- Guaranty made by Northern Natural Gas Company, dated
October 7, 1993 (Exhibit 10.11.1 to 1993 10-K).
*10.8 -- Guaranty made by Northern Natural Gas Company, dated
October 7, 1993 (Exhibit 10.11.2 to 1993 10-K).
*10.9 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Western Gas Marketing Limited, as agent for TransCanada
PipeLines Limited, dated December 15, 1980 (Exhibit 10.13
to Form S-1).
*10.9.1 -- Amendment to Northern Border Pipeline Company Service
Agreement extending the term effective November 1, 1995
(Exhibit 10.13.1 to 1995 10-K).
*10.10 -- Form of Seventh Supplement Amending Northern Border
Pipeline Company General Partnership Agreement (Exhibit
10.15 to Form S-1).
*10.11 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Transcontinental Gas Pipe Line Corporation, dated July
14, 1983, with Amended Exhibit A effective February 11,
1994 (Exhibit 10.17 to 1995 10-K).
*10.12 -- Form of Credit Agreement among Northern Border Pipeline
Company, The First National Bank of Chicago, as
Administrative Agent, The First National Bank of Chicago,
Royal Bank of Canada, and Bank of America National Trust
and Savings Association, as Syndication Agents, First
Chicago Capital Markets, Inc., Royal Bank of Canada, and
BancAmerica Securities, Inc, as Joint Arrangers and
Lenders (as defined therein) dated as of June 16, 1997
(Exhibit 10(c) to Amendment No. 1 to Form S-3,
Registration Statement No. 333-40601 ("Form S-3")).
*10.13 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Enron Capital & Trade Resources Corp. dated October 15,
1997 (Exhibit 10.21 to 1997 10-K).
*10.14 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Enron Capital & Trade Resources Corp. dated October 15,
1997 (Exhibit 10.22 to 1997 10-K).
*10.15 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Enron Capital & Trade Resources Corp. dated August 5,
1997 with Amendment dated September 25, 1997 (Exhibit
10.25 to 1997 10-K).
*10.16 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Enron Capital & Trade Resources Corp. dated August 5,
1997 (Exhibit 10.26 to 1997 10-K).
</TABLE>
<PAGE> 54
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
*10.17 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
TransCanada Gas Services Inc., as agent for TransCanada
PipeLines Limited dated August 5, 1997 (Exhibit 10.27 to
1997 10-K).
*10.18 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
TransCanada Gas Services Inc., as agent for TransCanada
PipeLines Limited dated August 5, 1997 (Exhibit 10.28 to
1997 10-K).
*10.19 -- Indenture, dated as of August 17, 1999, between Northern
Border Pipeline Company and Bank One Trust Company, NA,
successor to The First National Bank of Chicago, as
trustee (Exhibit No. 4.1 to Northern Border Pipeline
Company's Form S-4 Registration Statement, Registration
No. 333-88577 ("Form S-4")).
*10.20 -- Project Management Agreement by and between Northern
Plains Natural Gas Company and Enron Engineering &
Construction Company, dated March 1, 1996 (Exhibit No.
10.39 to Form S-4).
*10.21 -- Eighth Supplement Amending Northern Border Pipeline
Company General Partnership Agreement (Exhibit 10.15 of
Form S-4).
*10.22 -- 364-Day Credit Agreement dated as of June 28, 2000
between Northern Border Partners, L.P., Bank Of America,
N.A., Administrative Agent, SunTrust Bank, Syndication
Agent, Bank One, NA, Documentation Agent, Banc of America
Securities LLC, Lead Arranger and Lenders (as defined
therein) (Exhibit 10.1 to June 2000 10-Q).
+10.23 -- First Amendment to 364-Day Credit Agreement entered into
as of September 21, 2000 among Northern Border Partners,
L.P., Northern Border Intermediate Limited Partnership,
Bank of America, N.A., Administrative Agent, and the
Lenders (as defined therein).
*10.24 -- Revolving Credit Agreement dated as of June 28, 2000
between Northern Border Partners, L.P., Bank Of America,
N.A., Administrative Agent, SunTrust Bank, Syndication
Agent, Bank One, NA, Documentation Agent, Banc of America
Securities LLC, Lead Arranger and Lenders (as defined
therein) (Exhibit 10.2 to June 2000 10-Q).
+10.25 -- First Amendment to Revolving Credit Agreement entered
into as of September 21, 2000 among Northern Border
Partners, L.P., Northern Border Intermediate Limited
Partnership, Bank of America, N.A., Administrative Agent,
and the Lenders (as defined therein).
*10.26 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Pan-Alberta Gas (U.S.) Inc., dated October 1, 1993, with
Amended Exhibit A effective June 22, 1998 (Exhibit 10.36
to Northern Border Pipeline Company's Annual Report on
Form 10-K for the year ended December 31, 1999 ("NB
Pipeline 1999 10-K")).
*10.27 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Pan-Alberta Gas (U.S.) Inc. (successor to Natgas U.S.
Inc.), dated October 6, 1989, with Amended Exhibit A
effective April 2, 1999 (Exhibit 10.37 to NB Pipeline
1999 10-K).
</TABLE>
<PAGE> 55
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
*10.28 -- Northern Border Pipeline Company U.S. Shippers Service
Agreement between Northern Border Pipeline Company and
Pan-Alberta Gas (U.S.) Inc., dated October 1, 1992, with
Amended Exhibit A effective June 22, 1998 (Exhibit 10.38
to NB Pipeline 1999 10-K).
**12.1 -- Statement re computation of ratios.
**21 -- The subsidiaries of Northern Border Partners, L.P.
include Northern Border Intermediate Limited Partnership,
Northern Border Pipeline Company and NBP Energy
Pipelines, L.L.C.
**23.1 -- Consent of Arthur Andersen LLP.
**24.1 -- Powers of Attorney (included on pages II-7 and II-8 of
the Registration Statement).
**25.1 -- Statement of Eligibility of Bank One Trust Company, N.A.,
as trustee, on Form T-1 with respect to the issuance of
8 7/8% Senior Notes due 2010, Series A, by Northern
Border Partners, L.P. pursuant to the Indenture between
the registrants and Bank One Trust Company, N.A., as
trustee.
**25.2 -- Statement of Eligibility of Bank One Trust Company, N.A.,
as trustee, on Form T-1 with respect to the guarantee of
8 7/8% Senior Notes due 2010, Series A, by Northern
Border Intermediate Limited Partnership pursuant to the
Indenture between the registrants and Bank One Trust
Company, N.A., as trustee.
**99.1 -- Form of Letter of Transmittal.
</TABLE>
---------------
* Indicates exhibits incorporated by reference as indicated.
** Previously filed.
+ Filed herewith.
