Exhibit 4.06


 




 





KANEB PIPE LINE OPERATING
PARTNERSHIP, L.P.


 


Issuer


 


and


 


JPMORGAN CHASE BANK


 


Trustee


 


THIRD SUPPLEMENTAL INDENTURE


 


Dated as of May 16, 2003


 


 


7.750% SENIOR UNSECURED NOTES
DUE 2012




 





 





















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
  Relation to
  Indenture; Definitions

  	
   

  	
   

  
	
   

  	
  Section 1.01.

  	
  Relation to
  Indenture

  	
   

  
	
   

  	
  Section 1.02.

  	
  Definitions and
  References

  	
   

  
	
   

  	
  Section 1.03.

  	
  General
  References

  	
   

  
	
  ARTICLE 2

  	
  Co-Obligation of
  Statia Canada

  	
   

  	
   

  
	
   

  	
  Section 2.01.

  	
  Co-obligation of
  Statia Canada

  	
   

  
	
   

  	
  Section 2.02.

  	
  Remedies of the
  Trustee

  	
   

  
	
   

  	
  Section 2.03.

  	
  Notice to
  Holders

  	
   

  
	
  ARTICLE 3

  	
  Miscellaneous

  	
   

  	
   

  
	
   

  	
  Section 3.01.

  	
  Certain Trustee
  Matters

  	
   

  
	
   

  	
  Section 3.02.

  	
  Continued Effect

  	
   

  
	
   

  	
  Section 3.03.

  	
  Governing Law

  	
   

  
	
   

  	
  Section 3.04.

  	
  Counterparts

  	
   

  
						



 





















 


 


THIRD
SUPPLEMENTAL INDENTURE, dated and effective as of May 16, 2003 (the “Third
Supplemental Indenture”), between KANEB PIPE LINE OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership (the “Company”), having its principal office at
2435 North Central Expressway, Richardson, Texas, STATIA TERMINALS CANADA
PARTNERSHIP, a general partnership formed under the laws of the province of
Nova Scotia and wholly-owned subsidiary of the Company (“Statia Canada”), having
it’s principal office at 3816 Port Malcom Road, Point Tupper, Nova Scotia, Canada
B9A 1Z5, and JPMORGAN CHASE BANK, a New York banking corporation (“JPMorgan”), as
trustee under the Indenture referred to below (in such capacity, the “Trustee”).


 


RECITALS OF THE COMPANY


 


WHEREAS, the
Company has heretofore entered into an Indenture, dated as of February 21,
2002 (the “Original Indenture”);


 


WHEREAS, the Company
has heretofore entered into a First Supplemental Indenture, dated as of February 21,
2002 (the “First Supplemental Indenture”), with JPMorgan, as trustee, that
established a series of Debt Securities issued under the Indenture designated
as the Company’s 7.750% Senior Unsecured Notes due 2012 (the “Notes”);


 


WHEREAS, the
Company and Statia Canada has heretofore entered into a Second Supplemental Indenture,
dated as of August 9, 2002 (the “Second Supplemental Indenture”), with
JPMorgan, as trustee, that established Statia Canada as a co-obligor under the
Notes;


 


WHEREAS, the
Company and Statia Canada has provided termination notice to the Trustee pursuant
to the provisions of the Second Supplemental Indenture, which will terminate
Statia Canada’s obligations and liabilities under the Notes as of the 30th day
after such notice was provided to the Trustee;


 


WHEREAS, the Original
Indenture and First Supplemental Indenture are incorporated herein by this reference
and the Original Indenture, as supplemented by the First Supplemental Indenture
and this Third Supplemental Indenture, is herein called the “Indenture”;


 


WHEREAS, under
the Original Indenture, changes may be made to the Indenture which provide additional
rights or benefits to the Holders of Debt Securities, and the terms thereof may
be established by a supplemental indenture executed by the Company and the
Trustee;


 


WHEREAS, the
Company and Statia Canada desire that Statia Canada be jointly and severally liable
with the Company for the payment of principal of, and premium (if any) and interest
on, the Notes, but not for the performance or compliance of any other
obligations of the Company under the Indenture;


 


WHEREAS, all
acts and things necessary to make the Notes, the valid and binding obligations
of the Company and Statia Canada and to make this Third Supplemental Indenture
a valid and binding agreement in accordance with the Original Indenture and
First Supplemental Indenture have been done or performed;


 


NOW,
THEREFORE, in consideration of the premises, agreements and obligations set forth
herein and for other good, valuable and reasonably equivalent consideration,
the sufficiency of which is hereby acknowledged, the parties hereto hereby agree,
for the equal and proportionate benefit of all Holders of the Notes, as
follows:


 


ARTICLE 1 - RELATION TO INDENTURE; DEFINITIONS


 


Section 1.01.
Relation to Indenture.


 


With respect
to the Notes, this Third Supplemental Indenture constitutes an integral part of
the Indenture.


 


Section 1.02.
Definitions and References.


 


For all
purposes of this Third Supplemental Indenture, capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned in the
Original Indenture, as amended by the First Supplemental Indenture.


 


Section 1.03.
General References.


 


All references
in this Third Supplemental Indenture to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Third
Supplemental Indenture; and the term “herein”, “hereof”, “hereunder” and any other
word of similar import refers to this Third Supplemental Indenture.


 


ARTICLE 2 - CO-OBLIGATION OF STATIA CANADA


 


Section 2.01.
Co-obligation of Statia Canada.


 


Statia Canada
hereby agrees, for the equal and proportionate benefit of the Holders of the
Notes, that it shall be jointly and severally and unconditionally liable and obligated
for the prompt payment when due of any and all principal of, and premium (if
any) and interest on the Notes up to an aggregate amount of US$28 million, in
accordance with the terms of the Notes and the Indenture to the same extent as
the Company is obligated to pay such amounts, without any kind of joinder of, notice
or presentment to, or demand on, the Company; provided, however, Statia Canada
shall, 30 days after the delivery of written notice to the Trustee, be released
from any liability or obligation under the Notes and the Indenture without any
additional action or consent from the Trustee, any Holder or any other Person, other
than for any matured payment obligation for principal of, or premium or
interest on, the Notes in existence when such notice was given. The undertaking
of Statia Canada hereunder is solely one of payment as herein provided and
shall include no other obligation of, or restriction on, the Company, as any of
such obligations or restrictions shall from time to time exist under the Indenture
unless Statia Canada has, by supplemental indenture, otherwise agreed.


 


Section 2.02.
Remedies of the Trustee.


 


The Trustee
shall not be required to institute any action or proceedings at law or in
equity against Statia Canada for the collection of sums due and unpaid or
enforce the performance of any provision of the Notes against Statia Canada, or
prosecute any such action or proceedings to judgment or decree, unless (i) such
action is requested by Holders of a majority in aggregate principal amount of
the Notes (evidenced as provided in Section 8.01 of the Original Indenture)
and (ii) any Event of Default with respect to the Company shall have occurred
and be continuing.


 


Section 2.03.
Notice to Holders.


 


Statia Canada
shall within 30 days of the date hereof, provide notice to the Holders of the
co-obligation created hereby in accordance with the terms of Section 1.07
of the Original Indenture.


 


ARTICLE 3 - MISCELLANEOUS


 


Section 3.01.
Certain Trustee Matters.


 


The recitals contained
herein shall be taken as the statements of the 


 





















 


Company and Statia Canada, and
the Trustee assumes no responsibility for their correctness.


 


The Trustee
makes no representations as to the validity or sufficiency of this Third Supplemental
Indenture or the Notes or the proper authorization or the due execution hereof
or thereof by the Company and Statia Canada.


 


Section 3.02.
Continued Effect.


 


Except as
expressly supplemented and amended hereby, the Original Indenture and First Supplemental
Indenture shall continue in full force and effect in accordance with the
provisions thereof, and the Original Indenture and First Supplemental Indenture,
as supplemented and amended hereby, is in all respects hereby ratified and
confirmed.  This Third Supplemental Indenture
and all its provisions shall be deemed a part of the Original Indenture in the
manner and to the extent herein and therein provided.


 


Section 3.03.
Governing Law.


 


This Third Supplemental Indenture and the
Notes shall be governed by and construed in accordance with the laws of the
State of New York.


 


Section 3.04.
Counterparts.


 


This instrument
may be executed in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute but one and
the same instrument.


 


[Remainder of Page Intentionally
Left Blank]


 





















 


IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed
and delivered, all as of the day and year first above written.


 


	
   

  	
  KANEB PIPE LINE OPERATING

  	
   

  
	
   

  	
  PARTNERSHIP, L.P.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kaneb Pipe Line Company LLC,

  	
   

  
	
   

  	
   

  	
  Its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ E. D.
  DOHERTY

  	
   

  
	
   

  	
   

  	
  Name: E. D. Doherty

  	
   

  
	
   

  	
   

  	
  Title: 
    Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Statia Terminals Canada Partnership,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Statia Terminals Canada, Incorporated ,

  	
   

  
	
   

  	
   

  	
  Its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PAUL R.
  CRISSMAN

  	
   

  
	
   

  	
   

  	
  Name: Paul R. Chrissman

  	
   

  
	
   

  	
   

  	
  Title:  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK

  	
   

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CAROL
  LOGAN

  	
   

  
	
   

  	
   

  	
  Name: Carol Logan

  	
   

  
	
   

  	
   

  	
  Title: 
    Vice President and Trust Officer