ASSUMPTION AND INDEMNITY AGREEMENT

Exhibit 10.19

ASSUMPTION AND INDEMNITY AGREEMENT

This Assumption and Indemnity Agreement made as of December 18, 1992 by and between Interprovincial Pipe Line Inc. (“IPL”) and Interprovincial Pipe Line System Inc., formerly 159569 Canada Ltd., (“System”), both corporations duly incorporated under the Canada Business Corporations Act;

WITNESSETH:

WHEREAS, IPL, Lakehead Pipe Line Company, Inc., a Delaware corporation (the “Company”), and Lakehead Pipe Line Partners, L.P., a Delaware limited partnership (the “Partnership”), are parties to a Distribution Support Agreement, dated as of December 27, 1991 (the “Support Agreement”), pursuant to Section 2.6(a) of which IPL agreed to cause the Company to comply on a timely basis with its obligations under Article II of the Support Agreement, including the Company’s obligation to purchase APIs (as defined in the Amended and Restated Agreement of Limited Partnership of the Partnership) if necessary; and

WHEREAS, in accordance with the Plan of Arrangement (the “Plan of Arrangement”) made pursuant to Section 192 of the Canada Business Corporations Act involving IPL, its shareholders and System, which Plan of Arrangement was approved by IPL’s Board of Directors on March 11, 1992, IPL’s shareholders on May 6, 1992, and the Court of Queen’s Bench of Alberta on December 9, 1992, whereby IPL transferred ownership of all of its assets other than the Canadian Main Line System and the outstanding capital stock of the Company to System; and

WHEREAS, System and IPL desire that System assume the obligations of IPL under the Support Agreement;

NOW THEREFORE, in consideration of the premises the parties agree as follows:

IN WITNESS WHEREOF, the parties have executed this Assumption and Indemnity Agreement as of the date first written above.

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