EXHIBIT 4.3

     ----------------------------------------------------------------------


                         NORTHERN BORDER PARTNERS, L.P.


                                     ISSUER


                NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP


                                    GUARANTOR


                           7.10% SENIOR NOTES DUE 2011


                      7.10% SENIOR NOTES DUE 2011, SERIES A




                                    INDENTURE




                           DATED AS OF MARCH 21, 2001




                          BANK ONE TRUST COMPANY, N.A.




                                     TRUSTEE


     ----------------------------------------------------------------------



<PAGE>


                             CROSS-REFERENCE TABLE 1

<TABLE>
<CAPTION>

TRUST INDENTURE
ACT SECTION                                               INDENTURE SECTION
----------------                                          -----------------
<S>                                                       <C>
310(a)(1)..............................................................7.09
   (a)(2)..............................................................7.09
   (a)(3)..............................................................N.A.
   (a)(4)..............................................................N.A.
   (a)(5).......................................................7.08;..7.09
   (b).....................................................7.08; 7.09; 7.10
   (c).................................................................N.A.
311(a).................................................................7.13
   (b).................................................................7.13
   (c).................................................................N.A.
312(a).................................................................2.05
   (b)................................................................10.03
   (c)................................................................10.03
313(a).................................................................7.15
   (b)(2)..............................................................7.15
   (c)..........................................................7.15, 10.02
   (d).................................................................7.15
314(a).................................................................4.03
   (a)(4).......................................................4.04; 10.04
   (c)(1)..............................................................N.A.
   (c)(2)..............................................................N.A.
   (c)(3)..............................................................N.A.
   (e)................................................................10.05
   (f).................................................................N.A.
315(a).................................................................7.01
   (b).................................................................7.02
   (c).................................................................7.01
   (d).................................................................7.01
   (e).................................................................6.14
316(a)(last sentence)..................................................2.09
   (a)(1)(A)...........................................................6.12
   (a)(1)(B)...........................................................6.13
   (a)(2)..............................................................N.A.
   (b).................................................................6.08
   (c)..........................................................2.12; 10.14
317(a)(1)..............................................................6.04
   (a)(2)..............................................................6.04
   (b).................................................................2.04
318(a)................................................................10.01
   (b)................................................................10.01
   (c)................................................................10.01
N.A. means not applicable.

</TABLE>

-----------------------------
     This Cross-Reference Table is not part of this Indenture.


<PAGE>



                                TABLE OF CONTENTS
<TABLE>

<S>                                                                         <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..........................1
   SECTION 1.01          Definitions..........................................1
   SECTION 1.02          Incorporation by Reference of Trust Indenture Act...12
   SECTION 1.03          Rules of Construction...............................13

ARTICLE II THE NOTES.........................................................13
   SECTION 2.01          Form and Dating.....................................13
   SECTION 2.02          Execution, Re-Opening and Authentication............14
   SECTION 2.03          Registrar and Paying Agent..........................14
   SECTION 2.04          Paying Agent to Hold Money in Trust.................15
   SECTION 2.05          Holder Lists........................................15
   SECTION 2.06          Transfer and Exchange...............................15
   SECTION 2.07          Replacement Notes...................................27
   SECTION 2.08          Outstanding Notes...................................28
   SECTION 2.09          Treasury Notes......................................28
   SECTION 2.10          Temporary Notes.....................................28
   SECTION 2.11          Cancellation........................................29
   SECTION 2.12          Defaulted Interest..................................29
   SECTION 2.13          CUSIP Numbers.......................................29

ARTICLE III REDEMPTION AND PREPAYMENT........................................29
   SECTION 3.01          Notices to Trustee..................................29
   SECTION 3.02          Selection of Notes to be Redeemed...................30
   SECTION 3.03          Notice of Redemption................................30
   SECTION 3.04          Effect of Notice of Redemption......................31
   SECTION 3.05          Deposit of Redemption Price.........................31
   SECTION 3.06          Notes Redeemed in Part..............................31
   SECTION 3.07          Mandatory Redemption................................32

ARTICLE IV COVENANTS.........................................................32
   SECTION 4.01          Payment of Notes....................................32
   SECTION 4.02          Maintenance of Office or Agency.....................32
   SECTION 4.03          Reports.............................................33
   SECTION 4.04          Statement by Officers as to Default.................33
   SECTION 4.05          Existence...........................................34
   SECTION 4.06          Limitations on Liens................................34
   SECTION 4.07          Restriction of Sale-Leaseback Transactions..........34
   SECTION 4.08          Waiver of Certain Covenants.........................34
   SECTION 4.09          Payments for Consent................................35
   SECTION 4.10          Money for Note Payments to Be Held in Trust.........35
   SECTION 4.11          Repurchase Upon a Rating Decline....................36

ARTICLE V SUCCESSORS.........................................................38
   SECTION 5.01          Partnership and Guarantor May Consolidate, Etc.,
                         Only on Certain Terms...............................38
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                          <C>
   SECTION 5.02          Successor Substituted................................38

ARTICLE VI DEFAULTS AND REMEDIES..............................................39
   SECTION 6.01          Events of Default....................................39
   SECTION 6.02          Acceleration of Maturity; Rescission and Annulment...40
   SECTION 6.03          Collection of Indebtedness and Suits for
                         Enforcement by Trustee...............................41
   SECTION 6.04          Trustee May File Proofs of Claim.....................41
   SECTION 6.05          Trustee May Enforce Claims Without Possession
                         of Notes.............................................42
   SECTION 6.06          Application of Money Collected.......................42
   SECTION 6.07          Limitation on Suits..................................42
   SECTION 6.08          Unconditional Right of Holders to Receive
                         Principal, Premium, Liquidated Damages and Interest..43
   SECTION 6.09          Restoration of Rights and Remedies...................43
   SECTION 6.10          Rights and Remedies Cumulative.......................43
   SECTION 6.11          Delay or Omission Not Waiver.........................44
   SECTION 6.12          Control by Holders...................................44
   SECTION 6.13          Waiver of Past Defaults..............................44
   SECTION 6.14          Undertaking for Costs................................44
   SECTION 6.15          Waiver of Usury, Stay or Extension Laws..............45

ARTICLE VII TRUSTEE...........................................................45
   SECTION 7.01          Certain Duties and Responsibilities..................45
   SECTION 7.02          Notice of Defaults...................................46
   SECTION 7.03          Certain Rights of Trustee............................46
   SECTION 7.04          Not Responsible for Recitals or Issuance of Notes....48
   SECTION 7.05          May Hold Notes.......................................48
   SECTION 7.06          Money Held in Trust..................................48
   SECTION 7.07          Compensation and Reimbursement.......................48
   SECTION 7.08          Disqualification; Conflicting Interests..............49
   SECTION 7.09          Corporate Trustee Required; Eligibility..............49
   SECTION 7.10          Resignation and Removal; Appointment of Successor....49
   SECTION 7.11          Acceptance of Appointment by Successor...............51
   SECTION 7.12          Merger, Conversion, Consolidation or Succession
                         to Business..........................................51
   SECTION 7.13          Preferential Collection of Claims Against
                         Partnership..........................................51
   SECTION 7.14          Appointment of Authenticating Agent..................52
   SECTION 7.15          Reports by Trustee to Holders of the Notes...........53

ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE.........................53
   SECTION 8.01          Option to Effect Legal Defeasance or Covenant
                         Defeasance...........................................53
   SECTION 8.02          Legal Defeasance and Discharge.......................54
   SECTION 8.03          Covenant Defeasance..................................54
   SECTION 8.04          Conditions to Legal or Covenant Defeasance...........55
   SECTION 8.05          Deposited Money and Government Securities to be
                         Held in Trust; Other Miscellaneous Provisions........56
   SECTION 8.06          Repayment to Partnership.............................57
   SECTION 8.07          Reinstatement........................................57
</TABLE>

                                       ii
<PAGE>
<TABLE>
<S>                                                                          <C>
ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER...................................57
   SECTION 9.01          Without Consent of Holders of Notes..................57
   SECTION 9.02          With Consent of Holders of Notes.....................58
   SECTION 9.03          Compliance with Trust Indenture Act..................59
   SECTION 9.04          Revocation and Effect of Consents....................60
   SECTION 9.05          Notation on or Exchange of Notes.....................60
   SECTION 9.06          Trustee to Sign Amendments, Etc......................60

ARTICLE X MISCELLANEOUS.......................................................60
   SECTION 10.01          Trust Indenture Act Controls........................60
   SECTION 10.02          Notices.............................................60
   SECTION 10.03          Communication by Holders of Notes with Other
                          Holders of Notes....................................61
   SECTION 10.04          Certificate and Opinion as to Conditions Precedent..62
   SECTION 10.05          Statements Required in Certificate or Opinion.......62
   SECTION 10.06          Rules by Trustee and Agents.........................62
   SECTION 10.07          Non-Recourse to the General Partners; No Personal
                          Liability of Directors, Officers, Employees or
                          Partners............................................62
   SECTION 10.08          Governing Law.......................................63
   SECTION 10.09          No Adverse Interpretation of Other Agreements.......63
   SECTION 10.10          Successors..........................................63
   SECTION 10.11          Severability........................................63
   SECTION 10.12          Counterpart Originals...............................63
   SECTION 10.13          Table of Contents, Headings, Etc....................63
   SECTION 10.14          Acts of Holders; Record Dates.......................63

ARTICLE XI MEETINGS OF HOLDERS OF NOTES.......................................65
   SECTION 11.01          Purposes for Which Meetings May Be Called...........65
   SECTION 11.02          Call, Notice and Place of Meetings..................65
   SECTION 11.03          Persons Entitled to Vote at Meetings................65
   SECTION 11.04          Quorum; Action......................................65
   SECTION 11.05          Determination of Voting Rights; Conduct and
                          Adjournment of Meetings.............................66
   SECTION 11.06          Counting Votes and Recording Action of Meetings.....67

ARTICLE XII GUARANTEE OF NOTES................................................67
   SECTION 12.01          Unconditional Guarantee.............................67
   SECTION 12.02          Limitation of Guarantor's Liability.................69
   SECTION 12.03          Execution and Delivery of Guarantee.................69
   SECTION 12.04          Addition of Guarantors..............................70
   SECTION 12.05          Release of Guarantee................................70


Exhibits

Exhibit A         Form of Note...............................................A-1
Exhibit B         Form of Certificate of Transfer............................B-1
Exhibit C         Form of Certificate of Exchange............................C-1
Exhibit D         Registration Rights Agreement..............................D-1

</TABLE>

                                      iii
<PAGE>


         INDENTURE dated as of March 21, 2001 among Northern Border Partners,
L.P., a Delaware limited partnership (the "Partnership"), Northern Border
Intermediate Limited Partnership, a Delaware limited partnership (the
"Guarantor") and Bank One Trust Company, N.A., as trustee (the "Trustee").

                                R E C I T A L S:
                                 - - - - - - - -


         The Partnership, the Guarantor and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 7.10% Senior Notes due 2011 (the "Initial Notes") and the 7.10% Senior Notes
due 2011, Series A, issued in the Exchange Offer (the "Exchange Notes" and,
together with the Initial Notes, the "Notes"):

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01   Definitions.

         "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Agent" means any Registrar, Paying Agent or co-registrar.

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary that apply to such transfer or exchange.

         "Attributable Indebtedness" means with respect to a Sale-Leaseback
Transaction, as of the time of determination, the lesser of (i) the fair market
value of such assets (as determined in good faith by the Partnership Policy
Committee); (ii) 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 the 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; and (iii) if the

<PAGE>
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 for financial reporting purposes in accordance with GAAP, the
amount equal to the capitalized amount of such obligation required to be paid by
the lessee as determined in accordance with GAAP and included in the financial
statements of the lessee.

         "Authenticating Agent" means any person authorized by the Trustee
pursuant to Section 7.14 hereof to authenticate the Notes.

         "Authorized Newspaper" means a newspaper, in the English language or in
an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of such place. Where successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or different newspapers in the same city meeting the
foregoing requirements and in each case on any day that is a Business Day in the
place of publication.

         "Bankruptcy Code" means Title 11, U.S. Code, as amended, or any similar
federal or state law for the relief of debtors.

         "Business Day" means any day other than a Legal Holiday.

         "Capital Lease Obligation" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

         "Capital Interests" means any and all shares, interests,
participations, rights or other equivalents (however designated) of capital
stock, including, without limitation, with respect to partnerships, partnership
interests (whether general or limited), with respect to limited liability
companies, member interests and any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or
distributions of assets of, such partnership.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Partnership.

         "Consolidated Net Tangible Assets" means, at any date of determination,
the aggregate amount of total assets included in the most recent quarterly or
annual balance sheet of the Partnership and its consolidated Subsidiaries
prepared in accordance with GAAP less applicable reserves reflected in such
balance sheet, after deducting the following amounts: (i) all current
liabilities reflected in such balance sheet; and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expenses and other like
intangibles reflected in such balance sheet.

         "Currency Hedging Obligations" means, with respect to any Person, the
net payment Obligations of such Person under agreements or arrangements designed
to protect such Person

                                       2
<PAGE>
against fluctuations in the currency exchange rates incurred or entered into in
the ordinary course of its business and not for speculative purposes.

         "Custodian" means any receiver, trustee, assignee, liquidator,
sequester or similar official under the Bankruptcy Code.

         "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.

         "Default" means any event that is or, with the passage of time or the
giving of notice (or both), would be an Event of Default.

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Exchange  Notes" means notes  registered under the Securities Act that
are issued under Section 2.06(f) hereof in exchange for the Notes pursuant to
the Exchange Offer.

         "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

         "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

         "Exempted Indebtedness" means Indebtedness of which the Partnership or
any of its Subsidiaries is an obligor or guarantor, or that has been assumed by
the Partnership or any of its Subsidiaries, which Indebtedness is secured by a
Lien (other than a Permitted Lien), or any Attributable Indebtedness of the
Partnership or any of its Subsidiaries, provided that the sum of the aggregate
principal amount of all such Indebtedness then outstanding (other than the
Notes) so secured by a Lien (other than a Permitted Lien) and the amount of all
the outstanding Attributable Indebtedness, in each case not otherwise permitted
by Section 4.06 or 4.07, does not at the time such Indebtedness or Attributable
Indebtedness is incurred exceed 10% of the Consolidated Net Tangible Assets of
the Partnership and its Subsidiaries.

         "Fair Market Value" means, with respect to consideration received or to
be received pursuant to any transaction by any Person, the fair market value of
such consideration as determined in good faith by the Partnership Policy
Committee.

                                       3
<PAGE>
         "Financial Hedging Obligations" means, with respect to any Person, the
net payment Obligations of such Person under (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates or currency exchange rates incurred or entered into in the
ordinary course of its business and not for speculative purposes.

         "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.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants, the statements and pronouncements of
the Financial Accounting Standards Board and such other statements by such other
entities as have been approved by a significant segment of the accounting
profession, which are applicable at the date of determination.

         "General Partners" means Northern Plains Natural Gas Company, a
Delaware corporation, Pan Border Gas Company, a Delaware corporation, and
Northwest Border Pipeline Company, a Delaware corporation.

         "Global Note Legend" means the legend set forth in Section 2.06(g)(ii)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.

         "Global Notes" means a permanent global Note substantially in the form
of Exhibit A attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary, or its nominee.

         "Government Contract Lien" means any Lien in favor of the United States
of America or any State thereof, territory or possession thereof (or the
District of Columbia), or any department, agency, instrumentality or political
subdivision 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.

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantees
or obligations the full faith and credit of the United States is pledged.

         "guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof or pledging assets to secure), of
all or any part of any Indebtedness.

                                       4
<PAGE>

         "Guarantor" means Northern Border Intermediate Limited Partnership and
(i) each Subsidiary of the Partnership that becomes a guarantor of the Notes
pursuant to Section 12.04, (ii) each Subsidiary of the Partnership that executes
a supplemental indenture in which such Subsidiary agrees to be bound by Article
XII and (iii) any Subsidiary of the Partnership that is a successor corporation
of Northern Border Intermediate Limited Partnership or any Subsidiary of the
Partnership referred to in clauses (i) and (ii). The term "Guarantor" shall not
include any Subsidiary of the Partnership referred to in clauses (i) through
(iii) that shall have been released from its obligations under Article XII
pursuant to Section 12.05.

         "Hedging Obligations" means, with respect to any Person, collectively,
the Currency Hedging Obligations of such Person and the Financial Hedging
Obligations of such Person.

         "Holder" means a Person in whose name a Note is registered.

         "Holding Subsidiary" means a Guarantor and any Subsidiary of the
Partnership which succeeds such Guarantor and which owns or controls, directly
or indirectly, Capital Interests of any one or more other Subsidiaries of the
Partnership.

         "Indebtedness" means, with respect to any Person, at any date, any of
the following, without duplication: (i) any liability of such Person (A) for
borrowed money (whether or not the recourse of the lender is to the whole of the
assets of such Person or only to a portion thereof), (B) evidenced by a note,
bond, debenture or similar instrument, or (C) for the payment of money relating
to a Capital Lease Obligation or other obligation (whether issued or assumed)
relating to the deferred purchase price of property; (ii) all conditional sale
obligations and all obligations under any title retention agreement (even if the
rights and remedies of the seller under such agreement in the event of default
are limited to repossession or sale of such property); (iii) all obligations for
the reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit translation, other than as entered into in the ordinary course of
business; (iv) all indebtedness of others secured by (or for which the holder of
such indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on any asset or property (including, without limitation, leasehold
interests and any other tangible or intangible property) of such Person, whether
or not such indebtedness is assumed by such Person or is not otherwise such
Person's legal liability in full (except obligations of others secured by Liens,
neither assumed nor guaranteed by such Person nor on which it customarily pays
interest, existing upon real estate or rights in or relating to real estate
acquired by such Person for substation, metering station, gathering line,
transmission line, transportation line, distribution line or right of way
purposes, and any Liens reserved in leases for rent and for compliance with the
terms of the leases in the case of leasehold estates, to the extent that any
such Lien referred to in this clause (iv) does not materially impair the use of
the property), the amount of such indebtedness for the purposes of this
definition shall be limited to the lesser of the amount of such indebtedness
secured by such Lien or the fair market value of the assets or the property
securing such lien, (v) all indebtedness of others (including all interest and
dividends on any Indebtedness or preferred securities of any other Person) the
payment of which is guaranteed, directly or indirectly, by such Person or that
is otherwise its legal liability or which such Person has agreed to purchase or
repurchase or in respect of which such Person has agreed contingently to supply
or advance funds; and (vi) to the extent not otherwise included in this
definition, obligations in respect of Hedging Obligations. Indebtedness shall
not include (a) accounts payable arising in the ordinary course of business and


                                       5
<PAGE>

(b) any obligations in respect of prepayments for natural gas or oil production
or natural gas or oil imbalances.

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Initial Purchasers" means Banc of America Securities LLC, Banc One
Capital Markets, Inc., BMO Nesbitt Burns Corp. and SunTrust Equitable Securities
Corporation.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of the
Securities Act.

         "Initial Notes" has the meaning set forth in the preamble to this
Indenture.

         "Interest Payment Date" means March 15 and September 15.

         "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.

         "Issue Date" means the date on which the Notes are first authenticated
and delivered under the Indenture.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period.

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Partnership and sent to all Holders of the Notes for use by such Holders
in connection with the Exchange Offer.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including, without limitation, any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to
sell or give a security interest in any asset and any filing of or agreement to
give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction).

         "Liquidated Damages" means all additional interest then owing pursuant
to Section 5 of the Registration Rights Agreement.

         "Moody's" means Moody's Investors Service, Inc. and its successors.

                                       6

<PAGE>
         "Net Amount of Rent" as to any lease for any period means the aggregate
amount of rent payable by the lessee with respect to such period after excluding
amounts, whether or not designated as rent or additional rent, required to be
paid 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 (i) the net amount determined assuming termination of the lease on
the first date such lease may be terminated (in which case such net amount shall
also include the amount of such penalty, but no rent shall be considered as
payable under such lease subsequent to the first date upon which it may be so
terminated) and (ii) such net amount assuming no such termination.

         "Note Custodian" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.

         "Notes" has the meaning assigned to it in the preamble to this
Indenture.

         "Obligations" means any principal, premium (if any), Liquidated Damages
(if any), interest (including, without limitation, interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the
Partnership or its Subsidiaries whether or not a claim for post-filing interest
is allowed in such proceeding), penalties, fees, charges, expenses,
indemnifications, reimbursement obligations, damages (including Liquidated
Damages, if any,), guarantees and other liabilities or amounts payable under the
documentation governing any Indebtedness or in respect thereof.

         "Offering" means the offering of the Initial Notes by the Partnership.

         "Offering Memorandum" means the Offering Memorandum of the Partnership,
dated March 14, 2001 with respect to the Offering.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial and Accounting Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice-President of such Person; provided,
however, that an Officer with respect to a partnership shall mean an Officer of
its general partner or general partners or, as applicable in the case of the
Partnership, a member of its Partnership Policy Committee or equivalent
governing body.

         "Officers' Certificate" means a certificate signed on behalf of the
Partnership by two Officers of the Partnership, one of whom must be the
principal executive officer, the principal financial officer, the treasurer or
the principal accounting officer of the Partnership, that meets the requirements
of Section 10.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
10.05 hereof. The counsel may be an employee of or counsel to the Partnership or
the Guarantor.

         "Participant" means, with respect to DTC, a Person who has an account
with DTC.

                                       7
<PAGE>
         "Partnership" means the Person named as the "Partnership" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Partnership" shall mean such successor Person.

         "Partnership Policy Committee" means the committee that oversees
management of the Partnership.

         "Partnership Request" or "Partnership Order" means a written request or
order signed in the name of the Partnership by a member of the Partnership
Policy Committee or the chief executive officer or the chief financial and
accounting officer of the Partnership, and delivered to the Trustee, or if the
Partnership shall change its form of entity to other than a limited partnership,
by Persons or officers, members, agents and the like positions comparable to
those of the foregoing nature, as applicable.

         "Paying Agent" means any Person authorized by the Partnership to pay
the principal of or any premium, interest or Liquidated Damages on the Notes on
behalf of the Partnership and shall have the meaning assigned to such term in
Section 2.03 hereof.

         "Permitted Liens" means, with respect to any Person:

         (i)      with respect to the Notes issued under this Indenture, Liens
                  existing on or provided for under the terms of agreements
                  existing on the date the Notes are issued;

         (ii)     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 the Partnership or any of its Subsidiaries; provided that
                  such Liens are not incurred in anticipation of such Person
                  becoming a Subsidiary; or Liens existing at the time of a
                  sale, lease or other disposition of properties of a Person as
                  an entirety or substantially as an entirety to the Partnership
                  or any of its Subsidiaries;

         (iii)    Liens on property, shares of stock, Indebtedness or other
                  assets existing at the time of acquisition thereof by the
                  Partnership or any of its Subsidiaries, or Liens to secure all
                  or part of the purchase price thereof;

         (iv)     Liens on property, shares of stock, indebtedness for borrowed
                  money, or other assets to secure any Indebtedness incurred
                  prior to, at the time of or within 24 months after, the latest
                  of the acquisition thereof and, 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 part of the
                  purchase price thereof, such construction or the making of
                  such developments or improvements;

         (v)      Liens securing Indebtedness owed to the Partnership or any of
                  its Subsidiaries;

         (vi)     Liens on property to secure all or part of the cost of
                  acquiring, constructing, altering, improving, developing or
                  repairing any property or asset, or

                                       8
<PAGE>
                  improvements used in connection with that property or Liens
                  incurred by the Partnership or any of its Subsidiaries to
                  provide funds for any such activities;

         (vii)    Government Contract Liens;

         (viii)   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;

         (ix)     Liens contemplated by Section 7.07 hereof;

         (x)      Liens deemed to exist by reason of negative pledges in respect
                  of Indebtedness; and

         (xi)     Liens to secure any refinancing, refunding, extension, renewal
                  or replacement (or successive refinancings, refundings,
                  extensions, renewals or replacements), as a whole or in part,
                  of any Indebtedness secured by any Lien referred to in clauses
                  (i) through (x) above; provided, however, that such Lien(s)
                  shall not extend to any property of the Partnership or any of
                  its Subsidiaries, as the case may be, other than the property
                  specified in clauses (i) through (x) above to which the Lien
                  securing such refinanced, refunded, extended, renewed or
                  replaced Indebtedness applied and improvements thereto or
                  proceeds therefrom.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, limited liability company,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

         "Place of Payment", when used with respect to the Notes, means, unless
otherwise specifically provided in notice given pursuant to Section 4.02 hereof,
the office or agency of the Partnership in the City of New York and such other
place or places where, the principal of and any premium, if any, interest and
Liquidated Damages, if any, on the Notes are payable.

         "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) hereof to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

         "Proceeding" means any voluntary or involuntary insolvency, bankruptcy,
receivership, custodianship, liquidation, dissolution, reorganization,
assignment for the benefit of creditors, appointment of a custodian, receiver,
trustee or other officer with similar powers or any other proceeding for the
liquidation, dissolution or other winding up of a Person (including, without
limitation, any such proceeding under Bankruptcy Code).

         "Property" means any right or interest of the Partnership or any of its
Subsidiaries in and to property of any kind whatsoever, whether real, personal
or mixed and whether tangible or intangible.

                                       9
<PAGE>

         "Purchase Agreement" means the Purchase Agreement, dated as of March
14, 2001 among the Partnership, Northern Border Intermediate Limited
Partnership, and the Initial Purchasers (as defined therein.)

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A
of the rules and regulations promulgated by the SEC under the Securities Act.

         "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 the Partnership, 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.

         "Rating Decline" means the assignment by any Rating Agency of a rating
to the Notes that is below Investment Grade.

         "Redemption Date" means the date on which the Notes are to be redeemed
pursuant to Article III hereof.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of March 21, 2001, by and among the Partnership and the
other parties named on the signature pages thereof, a copy of which is attached
hereto as Exhibit D, as such agreement may be amended, modified or supplemented
from time to time.

         "Responsible Officer," when used with respect to the Trustee, means any
officer, including, without limitation, any vice president, assistant vice
president, assistant treasurer or secretary within the Corporate Trust
Administration of the Trustee (or any successor group of the Trustee) or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer or employee to whom
such matter is referred because of his knowledge of and familiarity with the
particular subject.

         "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

                                       10
<PAGE>
         "Restricted Global Note" means the Global Note substantially in the
form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with and registered in the name of the Depositary
or its nominee.

         "Rule 144" means Rule 144 of the rules and regulations promulgated
under the Securities Act.

         "Rule 144A" means Rule 144A of the rules and regulations promulgated
under the Securities Act.

         "Rule 903" or "Rule 904" means Rule 903 or Rule 904 of the rules and
regulations promulgated under the Securities Act.

         "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
pursuant to which the Partnership or any of its Subsidiaries leases any Property
that has been or is to be sold or transferred by the Partnership or its
Subsidiaries to such Person, other than (i) any such transaction involving a
lease for a term of not more than two years, (ii) any such transaction between
the Partnership and any of its Subsidiaries or between any Subsidiaries of the
Partnership, and (iii) any such transaction executed by the time of, or within
12 months after the latest of, the acquisition, the completion of construction,
development or improvement, or the commencement of commercial operation of the
Partnership's assets subject to such leasing transaction.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Shelf Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

         "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

         "Subordinated Indebtedness" means any Indebtedness of the Partnership
which is subordinated in right of payment to the Notes.

         "Subsidiary" of any Person means (i) any Person of which at the time of
such determination more than 50% of the total voting power of Capital Interests
entitled (without

                                       11
<PAGE>

regard to the occurrence of any contingency to vote in the election of
directors, managers or trustees thereof (or other Persons constituting an
equivalent governing body) is owned or controlled, directly or indirectly, by
such Person or one or more of the Subsidiaries of such Person (or a combination
thereof), (ii) in the case of a partnership, any Person of which at the time
of such determination more than 50% of the partners' Capital Interests
(considering all partners' Capital Interests as a single class) is owned
or controlled, directly or indirectly, by such Person or one or more
Subsidiaries of such Person, or (iii) 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
or trustees thereof or equivalent governing body or otherwise controls such
entity. Unless otherwise provided, references in this Indenture to a Subsidiary
are to a Subsidiary of the Partnership.

         "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in effect on the date on which this Indenture is qualified under the TIA.

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

         "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

         "Unrestricted Global Note" means a Global Note representing a series of
Notes that do not and are not required to bear the Private Placement Legend.

         Other Definitions

<TABLE>
<CAPTION>
                                                                 Defined in
                        Term                                      Section
                        ----                                     ----------
        <S>                                                      <C>
        "Covenant Defeasance"............................           8.03
        "DTC"............................................           2.03
        "Event of Default"...............................           6.01
        "Legal Defeasance"...............................           8.02
        "Registrar"......................................           2.03
</TABLE>


SECTION 1.02      Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Notes;

         "indenture security holder" means a Holder of a Note;

                                       12
<PAGE>

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the Notes means the Partnership and any successor obligor
upon the Notes.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

SECTION 1.03      Rules of Construction.

         Unless the context otherwise requires:

         (1)  a term has the meaning assigned to it;

         (2)  an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

         (3)  "or" is not exclusive;

         (4)  words in the singular include the plural, and in the plural
include the singular; provisions apply to successive events and transactions;
and

         (5) references to sections of or rules under the Securities Act shall
be deemed to include substitute, replacement of successor sections or rules
adopted by the SEC from time to time.

                                   ARTICLE II

                                    THE NOTES

SECTION 2.01      Form and Dating.

         The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note
shall be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Partnership and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling. Notes issued
in global form shall be substantially in the form of Exhibit A attached hereto
(including the Global Note Legend and the "Schedule of Exchanges of Interests in
the Global Note" attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto

                                       13
<PAGE>
(but without the Global Note Legend and without the "Schedule of Exchanges of
Interests in the Global Note" attached thereto). Each Global Note shall
represent such of the outstanding Notes as shall be specified therein and each
shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee, the Depositary or the Note Custodian, at
the direction of the Trustee, in accordance with instructions given by the
Holder thereof as required by Section 2.06 hereof.

SECTION 2.02      Execution, Re-Opening and Authentication.

         One Officer shall sign the Notes for the Partnership by manual or
facsimile signature.

         If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid. A
Note shall not be valid until authenticated by the manual signature of the
Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.

         The Trustee shall, upon a written order of the Partnership signed by
one Officer, authenticate Initial Notes for original issue on the Issue Date up
to $225,000,000.00 aggregate principal amount of the Notes. The Initial Notes
offered and sold pursuant to Rule 144A shall be issued in the form of a single
Restricted Global Note, and the Initial Notes offered and sold to Institutional
Accredited Investors shall be issued in the form of a separate Restricted Global
Note. Each series of Notes may be re-opened for issuances of additional Notes
without the consent of Holders, provided that no additional Notes may be issued
if an Event of Default has occurred and is continuing with respect to the Notes.

         The Trustee may appoint an Authenticating Agent acceptable to the
Partnership to authenticate Notes. An Authenticating Agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
Authenticating Agent has the same rights as an Agent to deal with (i) Holders or
(ii) an Affiliate of the Partnership.

SECTION 2.03      Registrar and Paying Agent.

         The Partnership shall maintain an office or agency within the City and
State of New York where Notes may be presented for registration of transfer or
for exchange ("Registrar") and an office or agency where Notes may be presented
for payment ("Paying Agent"). The Registrar shall keep a register of the Notes
and of their transfer and exchange. The Partnership may appoint one or more
co-registrars and one or more additional paying agents. The term "Registrar"
includes any co-registrar and the term "Paying Agent" includes any additional
paying agent. The Partnership may change any Paying Agent or Registrar without
notice to any Holder. The Partnership shall promptly notify the Trustee in
writing of the name and address of any Agent not a party to this Indenture. If
the Partnership fails to appoint or maintain another

                                       14
<PAGE>
entity as Registrar or Paying Agent, the Trustee shall act as such. The
Partnership or any of its Subsidiaries may act as Paying Agent or Registrar.

         The Partnership initially appoints The Depository Trust Company ("DTC")
to act as Depositary with respect to the Global Notes. The Partnership initially
appoints the Trustee to act as the Registrar and Paying Agent and to act as Note
Custodian with respect to the Global Notes.

SECTION 2.04      Paying Agent to Hold Money in Trust.

         The Partnership shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of, premium, if any, or Liquidated Damages, if any, or interest on the
Notes, and will notify the Trustee of any default by the Partnership in making
any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Partnership at any
time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Partnership or
a Subsidiary) shall have no further liability for the money. If the Partnership
or an Affiliate of the Partnership acts as Paying Agent, it shall segregate and
hold in a separate trust fund for the benefit of the Holders all money held by
it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating
to the Partnership, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05      Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Partnership shall provide to a Responsible Officer of the
Trustee at least seven Business Days before each Interest Payment Date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of the Holders of Notes and the Partnership shall otherwise comply with TIA ss.
312(a).

SECTION 2.06      Transfer and Exchange.

                  (a) Transfer and Exchange of Global Notes. A Global Note may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Partnership for Definitive Notes if (i) the Partnership
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary for the Global Notes or that it is no
longer a clearing agency registered under the Exchange Act and, in either case,
a successor Depositary is not appointed by the Partnership within 90 days after
the date of such notice from the Depositary or (ii) the Partnership in its sole
discretion notifies the Trustee in writing that it elects to cause issuance of
the Notes in certificated form. If an Event of Default occurs and is continuing,
the Partnership shall, at the request of the Holder thereof, exchange all or
part of a Global Note for one or more Definitive Notes in denominations of $1000
or multiples thereof. Upon the occurrence of either of the

                                       15
<PAGE>
preceding events described in clause (i) or (ii) of the immediately preceding
sentence, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Section 2.07 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06(a) or Section 2.07 hereof, shall be authenticated
and delivered in the form of, and shall be, a Global Note. A Global Note may not
be exchanged for another Note other than as provided in this Section 2.06(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c) or (f) hereof. Notwithstanding anything in
this Section 2.06 to the contrary, no Notes shall be transferred or exchanged
for a period of 15 days prior to a selection of Notes to be redeemed pursuant to
Article III.

                  (b) Transfer and Exchange of Beneficial Interests in the
Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with the following subparagraphs as applicable:

                           (i) Transfer of Beneficial Interests in an
         Unrestricted Global Note. Beneficial interests in any Unrestricted
         Global Note may be transferred only to Persons who take delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note. No written orders or instructions shall be required to be
         delivered to the Registrar to effect the transfers described in this
         Section 2.06(b)(i).

                           (ii) Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests (other than a transfer of a beneficial interest in
         a Global Note to a Person who takes delivery thereof in the form of a
         beneficial interest in the same Global Note), the transferor of such
         beneficial interest must deliver to the Registrar (A) (1) a written
         order from a Participant or an Indirect Participant given to the
         Depositary in accordance with the Applicable Procedures directing the
         Depositary to credit or cause to be credited a beneficial interest in
         another Global Note in an amount equal to the beneficial interest to be
         transferred or exchanged and (2) instructions given in accordance with
         the Applicable Procedures containing information regarding the
         Participant account to be credited with such increase or (B) (1) a
         written order from a Participant or an Indirect Participant given to
         the Depositary in accordance with the Applicable Procedures directing
         the Depositary to cause to be issued a Definitive Note in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given by the Depositary to the Registrar containing
         information regarding the Person in whose name such Definitive Note
         shall be registered to effect the transfer or exchange referred to in
         (1) above. Upon an Exchange Offer by the Partnership in accordance with
         Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii)
         shall be deemed to have been satisfied upon receipt by the Registrar of
         the instructions contained in the Letter of Transmittal delivered by
         the Holder of such beneficial interests in the Restricted Global Notes.
         Upon satisfaction of all of the requirements for transfer or exchange
         of beneficial interests in Global Notes

                                       16
<PAGE>
         contained in this Indenture, the Notes and otherwise applicable under
         the Securities Act, the Trustee shall adjust the principal amount of
         the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

                           (iii) Transfer of Beneficial Interests in a
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in the same or different Restricted
         Global Note if the transfer complies with the requirements of clause
         (ii) above, if applicable, and the transferor delivers to the Registrar
         a certificate in the form of Exhibit B hereto.

                           (iv) Transfer and Exchange of Beneficial Interests in
         a Restricted Global Note for Beneficial Interests in an Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         clause (ii) above and:

                           (A)  such exchange or transfer is effected pursuant
                to the Exchange Offer in accordance with the Registration Rights
                Agreement;

                           (B)  any such  transfer is effected pursuant to the
                Shelf Registration Statement in  accordance with the
                Registration Rights Agreement;

                           (C)  [intentionally omitted]; or

                           (D)  the Registrar receives the following:

                                (1) if the holder of such beneficial interest
                in a Restricted  Global Note proposes to exchange such
                beneficial interest for a beneficial interest in an Unrestricted
                Global Note, a certificate from such holder in the form of
                Exhibit C hereto, including the certifications in Item (1)
                thereof;

                                (2) if the holder of such beneficial interest in
                a Restricted  Global Note proposes to transfer such beneficial
                interest to a Person who shall take delivery thereof in the form
                of a beneficial interest in an Unrestricted Global Note, a
                certificate from such holder in the form of Exhibit B hereto,
                including the certifications in Item (4) thereof; and

                                (3) in each such case set forth in this
                subparagraph (D), an Opinion of Counsel in form reasonably
`               acceptable to the Registrar to the effect that such exchange or
                transfer is in compliance with the Securities Act and that the
                restrictions on transfer contained herein and in the Private
                Placement Legend are not required in order to maintain
                compliance with the Securities Act.

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Partnership shall issue and, upon receipt of an authentication order in
accordance with Section 2.02 hereof, the Trustee shall authenticate


                                       17
<PAGE>
one or more Unrestricted Global Notes in an aggregate principal amount equal to
the principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

         Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

                  (c)      Transfer or Exchange of Beneficial Interests for
         Definitive Notes.

                           (i) If any holder of a beneficial interest in a
         Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Restricted Definitive Note, then, upon receipt by the Registrar of the
         following documentation:

                                    (A) if the holder of such beneficial
                  interest in a Restricted Global Note proposes to exchange such
                  beneficial interest for a Definitive Note, a certificate from
                  such holder in the form of Exhibit C hereto, including the
                  certifications in Item (5) thereof;

                                    (B) if such beneficial interest is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in Item (1)
                  thereof;

                                    (C) if such beneficial interest is being
                  transferred pursuant to Rule 904 or Rule 904 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in Item (2)
                  thereof;

                                    (D) if such beneficial interest is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  Item (3)(a) thereof;

                                    (E) if such beneficial interest is being
                  transferred pursuant to any other exemption (including a
                  beneficial interest being transferred to an Institutional
                  Accredited Investor) from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by Item (3)(d)
                  thereof, if applicable;

                                    (F) if such beneficial interest is being
                  transferred to the Partnership or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in Item (3)(b) thereof; or

                                    (G) if such beneficial interest is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  Item (3)(c) thereof,

                                       18
<PAGE>

         the Trustee, upon notice of receipt of such documentation by the
         Registrar, shall cause the aggregate principal amount of the applicable
         Global Note to be reduced accordingly pursuant to Section 2.06(h)
         hereof, and the Partnership shall execute and the Trustee shall
         authenticate and make available for delivery to the Person designated
         in the instructions a Definitive Note in the appropriate principal
         amount. Any Definitive Note issued in exchange for a beneficial
         interest in a Restricted Global Note pursuant to this Section 2.06(c)
         shall be registered in such name or names and in such authorized
         denomination or denominations as the holder of such beneficial interest
         shall instruct the Registrar through instructions from the Depositary
         and the Participant or Indirect Participant. The Trustee shall make
         available for delivery such Definitive Notes to the Persons in whose
         names such Notes are so registered. Any Definitive Note issued in
         exchange for a beneficial interest in a Restricted Global Note pursuant
         to this Section 2.06(c)(i) shall bear the Private Placement Legend and
         shall be subject to all restrictions on transfer contained therein.
                           (ii) Notwithstanding Section 2.06(c)(i) hereof, a
         holder of a beneficial interest in a Restricted Global Note may
         exchange such beneficial interest for an Unrestricted Definitive Note
         or may transfer such beneficial interest to a Person who takes delivery
         thereof in the form of an Unrestricted Definitive Note only if:

                                    (A)  such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement;

                                    (B)  any such transfer is effected pursuant
                  to the Shelf Registration Statement in  accordance with the
                  Registration Rights Agreement;

                                    (C)  [intentionally omitted]; or

                                    (D)  the Registrar receives the following:

                                         (1) if the holder of such beneficial
                  interest in a Restricted Global Note proposes to exchange
                  such beneficial interest for a Definitive Note that does not
                  bear the Private Placement Legend, a certificate from such
                  holder in the form of Exhibit C hereto, including the
                  certifications in Item (2) thereof;

                                         (2) if the holder of such beneficial
                  interest in a Restricted Global Note proposes to transfer such
                  beneficial interest to a Person who shall take delivery
                  thereof in the form of a Definitive Note that does not bear
                  the Private Placement Legend, a certificate from such holder
                  in the form of Exhibit B hereto, including the certifications
                  in Item (4) thereof; and

                                         (3) in each such case set forth in this
                  subparagraph (D), an Opinion of Counsel in form  reasonably
                  acceptable to the Partnership, to the effect that such
                  exchange or transfer is in compliance with the Securities Act,
                  that the restrictions on transfer contained herein and in the
                  Private Placement Legend are not required in order to maintain
                  compliance with the Securities Act, and such beneficial
                  interest in a Restricted Global Note is being exchanged or
                  transferred in

                                       19

<PAGE>

                  compliance with any applicable blue sky securities laws of any
                  State of the United States.

                           (iii) If any holder of a beneficial interest in an
         Unrestricted Global Note proposes to exchange such beneficial interest
         for a Definitive Note or to transfer such beneficial interest to a
         Person who takes delivery thereof in the form of a Definitive Note,
         then, upon satisfaction of the conditions set forth in Section
         2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
         amount of the applicable Global Note to be reduced accordingly pursuant
         to Section 2.06(h) hereof, and the Partnership shall execute and the
         Trustee shall authenticate and make available for delivery to the
         Person designated in the instructions a Definitive Note in the
         appropriate principal amount. Any Definitive Note issued in exchange
         for a beneficial interest pursuant to this Section 2.06(c)(iii) shall
         be registered in such name or names and in such authorized denomination
         or denominations as the holder of such beneficial interest shall
         instruct the Registrar through instructions from the Depositary and the
         Participant or Indirect Participant. The Trustee shall make available
         for delivery such Definitive Notes to the Persons in whose names such
         Notes are so registered. Any Definitive Note issued in exchange for a
         beneficial interest pursuant to this Section 2.06(c)(iii) shall not
         bear the Private Placement Legend. A beneficial interest in an
         Unrestricted Global Note cannot be exchanged for a Definitive Note
         bearing the Private Placement Legend or transferred to a Person who
         takes delivery thereof in the form of a Definitive Note bearing the
         Private Placement Legend.

                  (d)      Transfer and Exchange of Definitive Notes for
         Beneficial Interests.

                           (i) If any Holder of a Restricted Definitive Note
         proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Definitive Notes to a Person
         who takes delivery thereof in the form of a beneficial interest in a
         Restricted Global Note, then, upon receipt by the Registrar of the
         following documentation:

                                    (A) if the Holder of such Restricted
                  Definitive Note proposes to exchange such Note for a
                  beneficial interest in a Restricted Global Note, a certificate
                  from such Holder in the form of Exhibit C hereto, including
                  the certifications in Item (6) thereof;

                                    (B) if such Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in Item (1)
                  thereof;

                                    (C) if such Definitive Note is being
                  transferred pursuant to Rule 903 or Rule 904 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in Item(2)
                  thereof;

                                    (D) if such Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  Item (3)(a) thereof;

                                       20

<PAGE>

                                    (E) if such Definitive Note is being
                  transferred to an Institutional Accredited Investor or in
                  reliance on any other exemption from the registration
                  requirements of the Securities Act, in either case, other than
                  those listed in subparagraphs (B), (C) and (D) above, a
                  certificate in the form of Exhibit B hereto, including
                  certifications, certificates, and any Opinion of Counsel
                  required by Item (3)(d) thereof, if applicable;

                                    (F) if such Definitive Note is being
                  transferred to the Partnership or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in Item (3)(b) thereof; or

                                    (G) if such Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  Item (3)(c) thereof,

the Trustee, upon notice of receipt of such documentation by the Registrar,
shall cancel the Definitive Note, and increase or cause to be increased the
aggregate principal amount of the appropriate Restricted Global Note.

                           (ii) A Holder of a Restricted Definitive Note may
         exchange such Note for a beneficial interest in an Unrestricted Global
         Note or transfer such Restricted Definitive Note to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

                                    (A)  such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement;

                                    (B)  any such transfer is effected pursuant
                  to the Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                    (C)  [intentionally omitted]; or

                                    (D)  the Registrar receives the following:

                                         (1) if the Holder of such Restricted
                  Definitive  Note  proposes to exchange such Note for a
                  beneficial interest in an Unrestricted Global Note, a
                  certificate from such Holder in form of Exhibit C hereto,
                  including the certifications in Item (3) thereof;

                                         (2) if the Holder of such Definitive
                  Note proposes to transfer such Note to a Person who shall take
                  delivery  thereof in the form of a beneficial interest in an
                  Unrestricted Global Note, a certificate from such Holder in
                  the form of Exhibit B hereto, including the certifications in
                  Item (4) thereof; and

                                         (3) in each such case set forth in this
                  subparagraph (D), an Opinion of Counsel in form reasonably
                  acceptable to the Partnership to the effect that such exchange
                  or transfer is in compliance with the Securities Act, that

                                       22
<PAGE>
                  the restrictions on transfer contained herein and in the
                  Private Placement Legend are not required in order to maintain
                  compliance with the Securities Act, and such Definitive Note
                  is being exchanged or transferred in compliance with any
                  applicable blue sky securities laws of any State of the
                  United States.

Upon satisfaction of the conditions of any of the subparagraphs in this Section
2.06(d)(ii), the Trustee shall cancel the Definitive Note and increase or cause
to be increased the aggregate principal amount of one of the Unrestricted Global
Notes.

                           (iii) A Holder of an Unrestricted Definitive Note may
         exchange such Note for a beneficial interest in an Unrestricted Global
         Note or transfer such Definitive Note to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note at any time. Upon receipt of a request for such an exchange or
         transfer, the Trustee shall cancel the applicable Unrestricted
         Definitive Note and increase or cause to be increased the aggregate
         principal amount of one of the Unrestricted Global Notes.

                           (iv) If any such exchange or transfer from a
         Definitive Note to a beneficial interest is effected pursuant to
         subparagraphs (ii)(B), (ii)(D) or (iii) of this Section 2.06(d) at a
         time when an Unrestricted Global Note has not yet been issued, the
         Partnership shall issue and, upon receipt of an authentication order in
         accordance with Section 2.02 hereof, the Trustee shall authenticate one
         or more Unrestricted Global Notes in an aggregate principal amount
         equal to the principal amount of beneficial interests transferred
         pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) of this Section
         2.06(d).

                  (e) Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, pursuant to the provisions of this Section 2.06(e).

                           (i)   Restricted  Definitive Notes may be transferred
         to and registered in the name of Persons who take delivery thereof if
         the Registrar receives the following:

                                 (A) if the transfer will be made pursuant to
                  Rule 144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in Item (1) thereof;

                                 (B) if the transfer will be made pursuant to
                  Rule 903 or Rule 904 under the Securities Act, a certificate
                  to the effect set forth in Exhibit B hereto, including the
                  certifications in Item (2) thereof;

                                 (C) if the transfer will be made pursuant to
                  an exemption from the registration requirements of the
                  Securities Act in accordance with Rule 144

                                       22
<PAGE>
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  Item (3)(a) thereof;

                                    (D) if the transfer will be made to an
                  Institutional Accredited Investor or in reliance on any other
                  exemption from the registration requirements of the Securities
                  Act, in either case, other than those listed in subparagraphs
                  (A), (B) and (C) above, a certificate in the form of Exhibit B
                  hereto, including the certifications, certificates and Opinion
                  of Counsel required by Item(3)(d) thereof, if applicable;

                                    (E) if the transfer will be made to the
                  Partnership or any of its Subsidiaries, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in Item (3)(b) thereof; or

                                    (F) if the transfer will be made pursuant to
                  an effective registration statement under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in Item (3)(c) thereof.

                           (ii) Any Restricted Definitive Note may be exchanged
         by the Holder thereof for an Unrestricted Definitive Note or
         transferred to a Person or Persons who take delivery thereof in the
         form of an Unrestricted Definitive Note if:

                                (A)  such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement;

                                (B)  any such transfer is effected pursuant to
                  the Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                                (C)  [intentionally omitted]; or

                                (D)  the Registrar receives the following:

                                     (1) if the Holder of such Restricted
                  Definitive Note proposes to exchange such Note for an
                  Unrestricted Definitive Note, a certificate from such Holder
                  in the form of Exhibit C hereto, including the certifications
                  in Item (4) thereof;

                                     (2) if the Holder of such Restricted
                  Definitive Note proposes to transfer such Note to a Person who
                  shall take delivery thereof in the form of an Unrestricted
                  Definitive Note, a certificate from such Holder in the form of
                  Exhibit B hereto, including the certifications in Item (4)
                  thereof; and

                                     (3) in each such case set forth in this
                  subparagraph (D), an Opinion of Counsel in form reasonably
                  acceptable to the Partnership to the effect that such exchange
                  or transfer is in compliance with the Securities Act, that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are not required in order to maintain
                  compliance with the Securities Act, and such


                                       23
<PAGE>
                  Restricted Definitive Note is being exchanged or transferred
                  in compliance with any applicable blue sky securities laws of
                  any State of the United States.

                           (iii) A Holder of Unrestricted Definitive Notes may
         transfer such Notes to a Person who takes delivery thereof in the form
         of an Unrestricted Definitive Note. Upon receipt of a request for such
         a transfer, the Registrar shall register the Unrestricted Definitive
         Notes pursuant to the instructions from the Holder thereof.
         Unrestricted Definitive Notes cannot be exchanged for or transferred to
         Persons who take delivery thereof in the form of a Restricted
         Definitive Note.

                  (f) Exchange Offer. Upon the occurrence of the Exchange Offer
in accordance with the Registration Rights Agreement, the Partnership shall
issue and, upon receipt of (A) an authentication order in accordance with
Section 2.02 hereof and (B) an Opinion of Counsel opining as to the
enforceability of the Exchange Notes and the guarantees thereof, the Trustee
shall authenticate (i) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Notes tendered and accepted for exchange in the Exchange
Offer in accordance with the Registration Rights Agreement and (ii) Definitive
Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes accepted for exchange in the Exchange Offer.
Concurrent with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Partnership shall execute and the Trustee shall
authenticate and make available for delivery to the Persons designated by the
Holders of Definitive Notes so accepted Definitive Notes in the appropriate
principal amount.

                  (g) Legends. The following legends shall appear on the face of
all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                      (i)  Private Placement Legend.

                           (A)  Except as permitted by subparagraph (B) below,
                  each Global Note and each  Definitive  Note (and all Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

                  "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER
         THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         ANY STATE SECURITIES LAWS. ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED,
         SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
         OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
         (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY, REQUIRED UNDER THE
         INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN ACCORDANCE WITH
         APPLICABLE SECURITIES LAWS OF ANY STATE OF

                                       24
<PAGE>
         THE UNITED STATES OR ANY OTHER JURISDICTION. BY ITS ACQUISITION HEREOF
         OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

                  (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
                  BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
                  (A "QIB"), (B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE
                  TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
                  SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED
                  INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF
                  REGULATION D UNDER THE SECURITIES ACT (AN "IAI")),

                  (2) AGREES THAT, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER
                  THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE
                  ON WHICH THE PARTNERSHIP OR ANY AFFILIATE OF THE PARTNERSHIP
                  WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE)
                  (THE "RESALE RESTRICTION TERMINATION DATE"), IT WILL NOT
                  RESELL, OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO NORTHERN
                  BORDER PARTNERS, L.P. OR ANY OF ITS SUBSIDIARIES, (B) TO A
                  PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING
                  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN
                  OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
                  904 UNDER THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE
                  REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN
                  IAI, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (G)
                  PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
                  SECURITIES ACT, AND, IN EACH CASE, IN ACCORDANCE WITH THE
                  APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
                  OR ANY OTHER APPLICABLE JURISDICTION AND ACCOMPANIED BY SUCH
                  CERTIFICATIONS, OPINIONS OF COUNSEL AND OTHER INFORMATION AS
                  MAY BE REQUIRED BY THE INDENTURE, AND

                  (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
                  NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
                  SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

                       AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "U.S.
                  PERSONS" AND UNITED STATES HAVE THE MEANINGS ASSIGNED TO THEM
                  IN RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE
                  INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE
                  TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
                  FOREGOING."

                           (B)  Notwithstanding the foregoing, any Global Note
                  or Definitive Note issued pursuant to subparagraph (b)(iv),
                  (c)(iii), (d)(ii), (d)(iii),


                                       25

<PAGE>


                  (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes
                  issued in exchange therefor or substitution thereof) shall not
                  bear the Private Placement Legend.

                           (ii) Global Note Legend. Each Global Note shall bear
         a legend in substantially the following form:

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
         DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
         THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
         DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
         THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
         NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THE DEPOSITORY TRUST COMPANY
         SHALL ACT AS THE DEPOSITARY UNTIL A SUCCESSOR SHALL BE APPOINTED BY THE
         COMPANY AND THE REGISTRAR. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
         AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
         STREET, NEW YORK, NEW YORK) ("DTC"), TO THE ISSUER OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
         MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
         PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED
         BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
         USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
         INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
         HEREIN.

                  (h) Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who will take delivery thereof
in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note, by the
Trustee, the Note Custodian or the Depositary at the direction of the Trustee,
to reflect such reduction; and if the beneficial interest is being exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note, by
the Trustee, the Note Custodian or by the Depositary at the direction of the
Trustee, to reflect such increase.

                  (i) General Provisions Relating to Transfers and Exchanges.

                           (i) To permit registrations of transfers and
         exchanges, the Partnership shall execute and the Trustee shall
         authenticate Global Notes and Definitive Notes upon the Partnership's
         order or at the Registrar's request.

                                       26
<PAGE>

                           (ii) No service charge shall be made to a Holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Partnership
         may require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06 and 9.05 hereof).

                           (iii) The Registrar shall not be required to register
         the transfer or exchange of any Note selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part.

                           (iv) All Global Notes and Definitive Notes issued
         upon any registration of transfer or exchange of Global Notes or
         Definitive Notes shall be the valid obligations of the Partnership,
         evidencing the same debt, and entitled to the same benefits under this
         Indenture, as the Global Notes or Definitive Notes surrendered upon
         such registration of transfer or exchange.

                           (v) The Partnership shall not be required (A) to
         issue, to register the transfer of or to exchange Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (C) to register the transfer of or to exchange a Note between a
         record date and the next succeeding Interest Payment Date.

                           (vi) Prior to due presentment for the registration of
         a transfer of any Note, the Trustee, any Agent, the Partnership and the
         Guarantor may deem and treat the Person in whose name any Note is
         registered as the absolute owner of such Note for the purpose of
         receiving payment of principal of and interest on such Notes and for
         all other purposes, and none of the Trustee, any Agent, the Partnership
         or the Guarantor shall be affected by notice to the contrary.

                           (vii)  The Trustee shall authenticate Global Notes
         and Definitive Notes in accordance with the provisions of Section 2.02
         hereof.

                           (viii) All certifications, certificates and Opinions
         of Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a transfer or exchange may be submitted by
         facsimile.

SECTION 2.07      Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Partnership
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Partnership shall issue and the Trustee, upon the
written order of the Partnership signed by two Officers of the Partnership,
shall authenticate a replacement Note of the same series if the Trustee's
requirements are met. If required by the Trustee or the Partnership, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Partnership to

                                       27
<PAGE>
protect the Partnership, the Trustee, any Agent and any Authenticating Agent
from any loss that any of them may suffer if a Note is replaced. The Partnership
may charge for its expenses in replacing a Note.

         Every replacement Note is an additional obligation of the Partnership
and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

SECTION 2.08      Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Partnership or an Affiliate of the
Partnership holds the Note.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser. If the principal amount of any
Note is considered paid under Section 4.01 hereof, it ceases to be outstanding
and interest and Liquidated Damages, if any, on it cease to accrue.

         If the Paying Agent (other than the Partnership, a Subsidiary or an
Affiliate of any thereof) holds, on a Redemption Date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest and Liquidated Damages, if any.

SECTION 2.09      Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, the Initial Notes and
the Exchange Notes shall be treated as a single class and any Notes owned by the
Partnership, or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Partnership, shall be
considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.

SECTION 2.10      Temporary Notes.

         Until Definitive Notes are ready for delivery, the Partnership may
prepare and the Trustee shall authenticate temporary Notes upon a written order
of the Partnership signed by two Officers of the Partnership. Temporary Notes
shall be substantially in the form of Definitive Notes but may have variations
that the Partnership considers appropriate for temporary Notes and as shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the
Partnership shall prepare and the Trustee shall authenticate Definitive Notes in
exchange for temporary Notes.

                                       28

<PAGE>


         Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

SECTION 2.11      Cancellation.

         The Partnership at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall return such
canceled Notes to the Partnership upon the Partnership's written request. The
Partnership may not issue new Notes to replace Notes that it has paid or that
have been delivered to the Trustee for cancellation.

SECTION 2.12      Defaulted Interest.

         If the Partnership defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent record date, in each case at the rate provided in the
Notes. The Partnership shall promptly notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Note and the date of
the proposed payment. The Partnership shall fix or cause to be fixed each such
record date and payment date, provided that no such record date shall be less
than 10 days prior to the related payment date for such defaulted interest. At
least 15 days before the record date, the Partnership (or, upon the written
request of the Partnership, the Trustee in the name and at the expense of the
Partnership) shall mail or cause to be mailed to Holders a notice that states
the record date, the related payment date and the amount of such interest to be
paid.

SECTION 2.13      CUSIP Numbers.

         The Partnership in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Partnership will promptly notify the Trustee of
any change in the "CUSIP" numbers.

                                   ARTICLE III

                            REDEMPTION AND PREPAYMENT

SECTION 3.01      Notices to Trustee.

         The Partnership may elect to redeem Notes in whole or in part;
provided, however, that it shall furnish to the Trustee, at least 30 days but
not more than 60 days before a Redemption Date, an Officers' Certificate setting
forth (i) the Redemption Date, (ii) the principal amount of Notes to be redeemed
and (iii) the redemption price.

                                       29

<PAGE>

SECTION 3.02      Selection of Notes to be Redeemed.

         If less than all of the Notes are to be redeemed at any time, selection
of Notes for redemption shall be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot
or in accordance with any other method the Trustee considers fair and
appropriate; provided that no Notes of $1,000 or less shall be redeemed in part.
In the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the Redemption Date by the Trustee from the outstanding
Notes not previously called for redemption.

         The Trustee shall promptly notify the Partnership in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or integral multiples of $1,000.
Except as provided in the preceding sentence, provisions of this Indenture that
apply to Notes called for redemption also apply to portions of Notes called for
redemption.

SECTION 3.03      Notice of Redemption.

         At least 30 days but not more than 60 days before a Redemption Date,
the Partnership shall mail or cause to be mailed, by first class mail, a notice
of redemption to each Holder whose Notes are to be redeemed at its registered
address.

         The notice shall identify the Notes (including CUSIP numbers) to be
redeemed and shall state

                  (a) the Redemption Date;

                  (b) the redemption price as computed in accordance with the
terms of the Notes;

                  (c) if any Note is being redeemed in part, the portion of the
principal amount of such Note to be redeemed and that, after the Redemption Date
upon surrender of such Note, a new Note or Notes in principal amount equal to
the unredeemed portion shall be issued upon cancellation of the original Note;

                  (d) the name and address of the Paying Agent;

                  (e) that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price;

                  (f) that, unless the Partnership defaults in making such
redemption payment, interest and Liquidated Damages, if any, on Notes called for
redemption cease to accrue on and after the Redemption Date;

                  (g) the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed;
and

                                       30
<PAGE>
                  (h) that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes.

         At the Partnership's request, the Trustee shall give the notice of
redemption in the Partnership's name and at its expense; provided, however, that
the Partnership shall have delivered to the Trustee, at least 30 days prior to
the Redemption Date, an Officers' Certificate requesting that the Trustee give
such notice and setting forth the information to be stated in such notice as
provided in the preceding paragraph.

SECTION 3.04      Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
Redemption Date at the redemption price. A notice of redemption may not be
conditional.

SECTION 3.05      Deposit of Redemption Price.

         No later than 10:00 a.m. New York City Time on the Redemption Date, the
Partnership shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price (as calculated in accordance with the
terms of the Notes) of and accrued interest and Liquidated Damages, if any, on
all Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Partnership any money deposited with the Trustee or the
Paying Agent by the Partnership in excess of the amounts necessary to pay the
redemption price of, and accrued and unpaid interest and Liquidated Damages, if
any, on, all Notes to be redeemed.

         If the Partnership complies with the provisions of the preceding
paragraph, on and after the Redemption Date, interest, and Liquidated Damages,
if any, shall cease to accrue on the Notes or the portions of Notes called for
redemption. If a Note is redeemed on or after an interest record date but on or
prior to the related Interest Payment Date, then any accrued and unpaid interest
and Liquidated Damages, if any, shall be paid to the Person in whose name such
Note was registered at the close of business on such record date. If any Note
called for redemption shall not be so paid upon surrender for redemption because
of the failure of the Partnership to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the Redemption Date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

SECTION 3.06      Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Partnership
shall issue and, upon the Partnership's written request, the Trustee shall
authenticate for the Holder at the expense of the Partnership a new Note equal
in principal amount to the unredeemed portion of the Note surrendered.

                                       31
<PAGE>

SECTION 3.07      Mandatory Redemption.

         The Partnership shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01      Payment of Notes.

         The Partnership shall pay or cause to be paid the principal of,
premium, if any, and interest and Liquidated Damages, if any, on the Notes on
the dates and in the manner provided in the Notes. Principal, premium, if any,
interest and Liquidated Damages, if any, shall be considered paid on the date
due if the Paying Agent, if other than the Partnership or a Subsidiary thereof,
holds as of 10:00 a.m. New York City Time on the due date money deposited by the
Partnership in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, interest and Liquidated Damages, if any,
then due. The Partnership shall pay all Liquidated Damages, if any, in the same
manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

         The Partnership shall pay interest (including post-petition interest in
any proceeding under the Bankruptcy Code) on overdue principal at the rate borne
on the Notes to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under the Bankruptcy Code) on overdue
installments of interest and Liquidated Damages, if any, (without regard to any
applicable grace period) at the same rate to the extent lawful.

SECTION 4.02      Maintenance of Office or Agency.

         The Partnership shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Partnership in respect of the Notes and this Indenture
may be served. The Partnership shall give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. If at
any time the Partnership shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

         The Partnership may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Partnership of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Partnership shall give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.


                                       32
<PAGE>

         The Partnership hereby designates the office of the Trustee at 14 Wall
Street, 8th floor, New York, New York 10005, as one such office or agency of the
Partnership in accordance with Section 2.03 hereof.

SECTION 4.03      Reports.

                  (a)      The Partnership, pursuant to Section 314(a) of the
         Trust Indenture Act, shall:

                           (i) For as long as the Partnership is required to
         file information with the SEC pursuant to the Exchange Act, file with
         the Trustee, within 15 days after the Partnership is required to file
         with the SEC, copies of the annual reports and of the information,
         documents and other reports which the Partnership may be required to
         file with the SEC pursuant to the Exchange Act; or if the Partnership
         is 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.

                           (ii) Transmit within 30 days after the filing thereof
         with the Trustee, in the manner and to the extent provided in Section
         313(c) of the Trust Indenture Act, such summaries of any information,
         documents and reports required to be filed by the Partnership pursuant
         to paragraph (i) of this Section as may be required by rules and
         regulations prescribed from time to time by the SEC.

                  (b) For so long as any Initial Notes remain outstanding, the
Partnership shall furnish to the Holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

                  (c) Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Partnership's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 4.04      Statement by Officers as to Default.

         The Partnership will deliver to the Trustee, within 150 days after the
end of each fiscal year of the Partnership ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Partnership or the Guarantor is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Partnership or the Guarantor shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

                                       33
<PAGE>

SECTION 4.05      Existence.

         Subject to Article V, the Partnership will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Partnership shall not be required to preserve any such right or franchise if it
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Partnership.

SECTION 4.06      Limitations on Liens.

         The Partnership will not, nor will it permit any Subsidiary of the
Partnership to, issue, create, assume or guarantee any Indebtedness of the
character specified in clause (i)(A) of the definition of the term
"Indebtedness" secured by a Lien upon any Property or upon any Capital Interests
or indebtedness of any Subsidiary that owns or leases any Property (whether such
Property, Capital Interests or Indebtedness is existing or owned on the date of
this Indenture or is hereafter created or acquired), without in any such case
making effective provision whereby all of the Notes outstanding hereunder shall
be secured equally and ratably with, or prior to, such Indebtedness so long as
such Indebtedness shall be so secured. This restriction shall not apply to (1)
any Permitted Lien and (2) any Lien securing Exempted Indebtedness.

SECTION 4.07      Restriction of Sale-Leaseback Transactions.

         The Partnership will not, nor will it permit any Subsidiary to, engage
in a Sale-Leaseback Transaction with respect to any Property unless:

                  (a) the Partnership or such Subsidiary, as the case may be,
would be entitled to incur Indebtedness of the character specified in clause
(i)(A) of the definition of the term "Indebtedness" secured by a Lien on the
Property to be leased pursuant to such Sale-Leaseback Transaction in a principal
amount at least equal to the Attributable Indebtedness with respect to such
Sale-Leaseback Transaction without securing the Notes pursuant to Section 4.06;
or

                  (b) within a one-year period after the effective date of such
Sale-Leaseback Transaction, the Partnership or such Subsidiary applies or causes
to be applied an amount equal to not less than the Attributable Indebtedness of
such Sale-Leaseback Transaction to (i) the voluntary defeasance or the
repayment, redemption or retirement of the Notes or other Indebtedness of the
Partnership or any Subsidiary of the character specified in clause (i)(A) of the
definition of the terms "Indebtedness" that matures more than one year after the
creation of such Indebtedness, (ii) the acquisition, construction, development
or improvement of any Property used or useful in the business of the Partnership
or any of its Subsidiaries, or (iii) any combination of applications referred to
in clauses (b)(i) and (b)(ii) of this Section 4.07.

SECTION 4.08      Waiver of Certain Covenants.

         The Partnership may omit in any particular instance to comply with any
term, provision or condition set forth in Section 4.05, 4.06 or 4.07 with
respect to the Notes or any negative covenant with respect to the Notes
contained in resolutions of the Partnership Policy Committee, Officers'
Certificate or supplemental indenture authorizing the Notes if before the time
for such compliance the Holders of at least a majority in aggregate principal
amount of the Notes (voting

                                       34
<PAGE>

as one class) shall, by act of such Holders, either waive such compliance in
such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Partnership and the Guarantor and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

         A waiver which changes or eliminates any term, provision or condition
of this Indenture which has expressly been included solely for the benefit of
the Holders, or which modifies the rights of the Holders with respect to such
term, provision or condition, shall be deemed not to affect the rights under
this Indenture of the Holders.

SECTION 4.09      Payments for Consent.

         The Partnership will not, and will not permit any of its Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration, whether
by way of interest, fee 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 this 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.

SECTION 4.10      Money for Note Payments to Be Held in Trust.

         If the Partnership shall at any time act as its own Paying Agent with
respect to the Notes, it will, on or before each due date of the principal of,
premium, if any, interest or Liquidated Damages, if any, on the Notes, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal of, premium, if any, interest and Liquidated
Damages, if any, so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.

         Whenever the Partnership shall have one or more Paying Agents for the
Notes, it will, on or prior to each due date of the principal of, premium, if
any, interest or Liquidated Damages, if any, on the Notes, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Partnership will promptly notify the Trustee of its action or failure so to act.

         The Partnership will cause each Paying Agent for the Notes other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will (a) hold all sums held by it for the
payment of the principal of (and premium, if any), interest or Liquidated
Damages, if any, on the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as herein provided; (b) give the Trustee notice of any default by the
Partnership (or any other obligor upon the Notes) in the making of any payment
of principal (and premium, if any), interest or Liquidated Damages, if any, on
the Notes; and (c) during the continuance of any such default, upon the written
request of

                                       35

<PAGE>

the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Notes.

         The Partnership may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Partnership Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Partnership or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the
Partnership or such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Partnership, in trust for the payment of the principal of or premium, if
any, interest or Liquidated Damages, if any, on any of the Notes and remaining
unclaimed for two years after such principal, premium, if any, interest or
Liquidated Damages, if any, has become due and payable shall be paid to the
Partnership on Partnership Request, or (if then held by the Partnership) shall
be discharged from such trust; and the Holder of such Notes shall thereafter, as
an unsecured general creditor, look only to the Partnership for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Partnership as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Partnership cause
to be published once, in an Authorized Newspaper in each Place of Payment with
respect to the Notes, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Partnership.

SECTION 4.11      Repurchase Upon a Rating Decline.

                  (a) If a Rating Decline occurs and an Investment Grade rating
has not been reinstated within 40 days after such occurrence, the Partnership
shall make an offer (a "Rating Decline Offer") to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at an
offer price in cash equal to 100% of the aggregate principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the
date of repurchase (the "Rating Decline Payment"). Within 10 days following any
Rating Decline, the Partnership shall mail an initial notice to each Holder and
the Trustee stating a Rating Decline has occurred and a repurchase of the Notes
by the Partnership may be required. If within 30 days following such initial
notice, the Rating Agency or Agencies which downgraded the Notes shall have
failed to reinstate an Investment Grade rating to the Notes, then the
Partnership shall, on the 40th day following such Rating Decline, mail a
subsequent notice to each Holder with a copy to the Trustee stating that: (1) an
Investment Grade rating of the Notes has not been reinstated and that such
Holder has the right to require the Partnership 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 and Liquidated Damages, if any, to the
date of repurchase (the "Repurchase Date"); (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) interest on any Note not tendered will
continue to accrue; (4) interest on any Note accepted for payment in a Rating
Decline Offer shall cease to accrue after the Repurchase Date; (5) Holders
electing to

                                       36


<PAGE>

have a Note purchased will be required to surrender the Note 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) 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) Holders
which elect to have their Notes purchased only in part will be issued new Notes
in a principal amount equal to the portion of the Notes surrendered that are not
purchased in the Rating Decline Offer. If any of the Notes subject to a Rating
Decline Offer are in the form of a Global Note, then the Partnership shall
modify such notice to the extent necessary to accord with the procedures of the
Depositary applicable to repurchases. Further, the Partnership and the Guarantor
shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the Rating Decline Offer or
repurchase of Notes in accordance with this Section 4.11.

                  (b) On or before 10:00 a.m. New York time on the Repurchase
Date, the Partnership shall, to the extent lawful, (a) accept for payment all
Notes or portions thereof properly tendered pursuant to the Rating Decline
Offer, (b) deposit with the Paying Agent money in an amount equal to the Rating
Decline Payment in respect of all Notes or portions thereof so properly tendered
and accepted for payment and (c) deliver or cause to be delivered to the Trustee
the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Partnership. The Paying Agent shall promptly mail to each holder of Notes so
tendered the Rating Decline Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to the portion of the Notes
surrendered that are not purchased in the Rating Decline Offer, if any;
provided, however, that each such new Note will be in a principal amount of
$1,000 or an integral multiple thereof. The Partnership shall publicly announce
the results of the Rating Decline Offer on or as soon as practicable after the
Repurchase Date.

                  (c) Notwithstanding anything in this Indenture or in the Notes
to the contrary, the Partnership shall not have any obligation under this
Section 4.11 to make a Rating Decline Offer in respect of any of the Notes, and
shall not be obligated to repurchase any Notes following a Rating Decline, if
the Rating Decline occurs after the Partnership's $250,000,000 original
principal amount of 8?% Senior Notes due June 15, 2010 (the "8?% Senior Notes")
ceases to be outstanding, whether such 8?% Senior Notes ceases to be outstanding
due to their stated maturity, redemption, repurchase, legal defeasance or
otherwise.

                                       37
<PAGE>

                                    ARTICLE V
                                   SUCCESSORS

SECTION 5.01    Partnership and Guarantor May Consolidate, Etc., Only on
Certain Terms.

         Except as provided in Section 5.02, neither the Partnership nor the
Guarantor shall merge, amalgamate or consolidate with or into any other Person
(other than a merger or amalgamation with any Subsidiary of the Partnership or
the Guarantor, as the case may be, in which the Partnership or the Guarantor is
the surviving entity) or sell, convey, lease, transfer or otherwise dispose of
its properties and assets as, or substantially as, an entirety to, any Person,
whether in a single transaction or series of related transactions, unless:

                  (a) (A) in the case of a merger, the Partnership or the
Guarantor, as the case may be, is the surviving entity, or (B) the Person formed
by such consolidation or amalgamation or into which the Partnership or the
Guarantor is merged or amalgamated or the Person which acquires by sale,
conveyance, transfer or disposition, or which leases, all or substantially all
of the properties and assets of the Partnership or the Guarantor (i) 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 (ii) shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
payment of the principal of, premium, if any, and Liquidated Damages, if any,
and interest on all the Notes and the performance or observance of every other
covenant and condition of this Indenture on the part of the Partnership or the
Guarantor, as the case may be, to be performed or observed;

                  (b) immediately before and immediately after giving effect to
such transaction, no Default or Event of Default has occurred and is continuing;
and

                  (c) the Partnership has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such merger,
amalgamation, consolidation, sale, conveyance, transfer, lease or other
disposition and the supplemental indenture required in connection with such
transaction, if any, comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.

SECTION 5.02      Successor Substituted.

         Upon any consolidation of the Partnership or the Guarantor with, or
merger of the Partnership or Guarantor into, any other Person or any sale,
transfer, lease or other disposition of the properties and assets of the
Partnership or the Guarantor as, or substantially as, an entirety in accordance
with Section 5.01, the successor Person formed by such consolidation or into
which the Partnership or the Guarantor is merged or to which such sale,
transfer, lease or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Partnership or
the Guarantor under this Indenture with the same effect as if such successor
Person had been named originally as the Partnership or Guarantor herein, and

                                       38
<PAGE>

thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the Notes.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01      Events of Default.

         "Event of Default", wherever used herein with respect to the Notes,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (a) default in the payment of any interest or any Liquidated
Damages upon the Notes when it becomes due and  payable, and continuance of such
default for a period of 30 days; or

                  (b) (default in the payment of the principal of (or premium,
if any, on) the Notes at their Stated Maturity; or

                  (c) default in the performance, or breach, of any term,
covenant or warranty of the Partnership or the Guarantor in this Indenture, and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Partnership or the Guarantor
by the Trustee or to the Partnership or the Guarantor and the Trustee by the
Holders of at least 25% in principal amount of the Notes then outstanding a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or

                  (d) the Partnership pursuant to or within the meaning of the
Bankruptcy Code (A) commences a voluntary case, (B) consents to the entry of any
order for relief against it in an involuntary case, (C) consents to the
appointment of a Custodian of it or for all or substantially all of its
property, or (D) makes a general assignment for the benefit of its creditors; or

                  (e) a court of competent jurisdiction enters an order or
decree under the Bankruptcy Code that (A) is for relief against the Partnership
in an involuntary case, (B) appoints a Custodian of the Partnership or for all
or substantially all of its property, or (C) orders the liquidation of the
Partnership; and the order or decree remains unstayed and in effect for 90 days;
or

                  (f) any default by the Partnership or any of its Subsidiaries
in the payment, at the final maturity date and 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
$25,000,000 or more, or acceleration of any indebtedness of such amount, such
that the indebtedness becomes due and payable prior to its maturity date and
such acceleration is not rescinded within 60 days after notice to the
Partnership in accordance with this Indenture.

                                       39
<PAGE>

SECTION 6.02      Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to the Notes occurs and is
continuing (other than an Event of Default described in clause (d) or (e) of
Section 6.01), then in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Notes may declare the principal amount of
the Notes to be due and payable immediately, by a notice in writing to the
Partnership (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) shall become immediately
due and payable. Notwithstanding the foregoing, if an Event of Default specified
in clause (d) or (e) of Section 6.01 occurs, the Notes then outstanding shall be
due and payable immediately without further action or notice.

         At any time after such a declaration of acceleration with respect to
the Notes has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in principal amount of the notes then outstanding, by
written notice to the Partnership and the Trustee, may rescind and annul such
declaration and its consequences if

                  (a)      the Partnership has paid or deposited with the
Trustee a sum sufficient to pay

                           (i)   all overdue interest on all the Notes,

                           (ii)  the principal of (and premium, if any, on) and
         Liquidated Damages, if any, on the Notes which have become due
         otherwise than by such declaration of acceleration and any interest
         thereon at the rate or rates prescribed therefor in the Notes,

                           (iii) to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate or rates prescribed therefor
in the Notes, and

                           (iv)  all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel;

         and

                  (b) all Events of Default with respect to the Notes, other
than the non-payment of the principal of the Notes which have become due solely
by such declaration of acceleration, have been cured or waived as provided for
below.

         If an Event of Default occurs and is not subsequently cured, the
Trustee shall, in the exercise of its power, use the degree of care of a prudent
man in the conduct of his affairs.

         No such rescission shall affect any subsequent Default or impair any
right consequent thereon.

                                       40
<PAGE>

SECTION 6.03      Collection of Indebtedness and Suits for Enforcement by
                  Trustee.

         The Partnership covenants that if

                  (a) default is made in the payment of any interest or
Liquidated Damages on the Notes when such interest or Liquidated Damages become
due and payable and such default continues for a period of 30 days, or

                  (b) default is made in the payment of the principal of (or
premium, if any, on) the Notes at the maturity date thereof,

the Partnership will, upon demand of the Trustee, pay to it, for the benefit of
the Holders of the Notes, the whole amount then due and payable on the Notes for
principal, premium, if any, and Liquidated Damages, if any, and interest and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium, Liquidated Damages and on any overdue
interest, at the rate or rates prescribed therefor in the Notes, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         If the Partnership fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Partnership, the Guarantor or any other obligor
upon the Notes and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Partnership, the Guarantor or
any other obligor upon the Notes, wherever situated.

         If an Event of Default with respect to the Notes occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of the Notes by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

SECTION 6.04      Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Partnership, the
Guarantor or any other obligor upon the Notes, their property or their
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable

                                       41

<PAGE>
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' committee or
other similar committee.

SECTION 6.05      Trustee May Enforce Claims Without Possession of Notes.

         All rights of action and claims under this Indenture or the Notes may
be prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Notes in respect of which such judgment has been recovered.

SECTION 6.06      Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, premium, if
any, or Liquidated Damages, if any, or interest, upon presentation of the Notes
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

         FIRST:  To the payment of all amounts due the Trustee under
Section 7.07;

         SECOND: To the payment of the amounts then due and unpaid for principal
of, premium, if any, and Liquidated Damages, if any, and interest on the Notes,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal, premium, if any, and Liquidated
Damages, if any, and interest, respectively; and

         THIRD:  The balance, if any, to the Partnership.

SECTION 6.07      Limitation on Suits.

         No Holder of the Notes shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

                  (a)  such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Notes;

                                       42


<PAGE>

                  (b)  the Holders of not less than 25% in principal amount of
the Notes then outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

                  (c)  such Holder or Holders have offered to the Trustee
indemnity satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request;

                  (d)  the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

                  (e)  no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Notes then outstanding;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

SECTION 6.08      Unconditional Right of Holders to Receive Principal, Premium,
Liquidated Damages and Interest.

         Notwithstanding any other provision in this Indenture, Holders shall
have the right, which is absolute and unconditional, to receive payment of the
principal of, premium, if any, and Liquidated Damages, if any, and (subject to
Sections 2.06 and the provisions hereof regarding the payment of interest)
interest on the Notes on the maturity date expressed in the Notes (or, in the
case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

SECTION 6.09      Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Partnership, the Guarantor, the Trustee
and the Holders shall be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

SECTION 6.10      Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Notes herein, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or

                                       43
<PAGE>
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

SECTION 6.11      Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 6.12      Control by Holders.

         The Holders of a majority in aggregate principal amount of the Notes
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Notes; provided, however,
that

                  (a)  such direction shall not be in conflict with any rule of
law or with this Indenture;

                  (b)  the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction; and

                  (c)  subject to the provisions of Section 7.01, the Trustee
shall have the right to decline to follow any such direction if the Trustee in
good faith shall determine that the proceeding so directed would involve the
Trustee in personal liability.

SECTION 6.13      Waiver of Past Defaults.

         The Holders of a majority in aggregate principal amount of the Notes
may on behalf of the Holders of all the Notes waive any past default hereunder
and its consequences, except

                  (a)  a continuing default in the payment of the principal of,
premium, if any, or Liquidated Damages, if any, or interest on the Notes, or

                  (b)  a default in respect of a covenant or provision hereof
which cannot be modified or amended hereunder without the consent of each
Holder.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 6.14      Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess

                                       44

<PAGE>

reasonable costs, including reasonable legal fees and expenses, against any such
party litigant, in the manner and to the extent provided in the Trust Indenture
Act; provided, however, that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Partnership or the Trustee.

SECTION 6.15      Waiver of Usury, Stay or Extension Laws.

         The Partnership covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any usury, stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Partnership (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

                                   ARTICLE VII
                                     TRUSTEE

SECTION 7.01      Certain Duties and Responsibilities.

                  (a)      If an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in its exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

                  (b)      Except during the continuance of an Event of Default:

                           (i) the duties of the Trustee shall be determined
         solely by the express provisions of this Indenture and the Trustee need
         perform only those duties that are specifically set forth in this
         Indenture and no others, and no implied covenants or obligations shall
         be read into this Indenture against the Trustee; and

                           (ii) in the absence of bad faith on its part, the
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, in the case of any such certificates or
         opinions which by any provision hereof are specifically required to be
         furnished to the Trustee, the Trustee shall be under a duty to examine
         the same to determine whether or not they conform to the requirements
         of this Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein).

                  (c)      The Trustee may not be relieved from liabilities for
its own negligent action, its own negligent failure to act, or its own  willful
misconduct, except that:


                                     45


<PAGE>

                           (i)   this paragraph does not limit the effect of
         paragraph (b) of this Section;

                           (ii)  the Trustee shall not be liable for any error
         of judgment made in good faith by a Responsible Officer, unless it is
         proved that the Trustee was negligent in ascertaining the pertinent
         facts; and

                           (iii) the Trustee shall not be liable with respect to
         any action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.12 hereof.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), and (c) of this Section.

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Partnership.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

SECTION 7.02      Notice of Defaults.

         If a Default occurs and is continuing with respect to the Notes, the
Trustee shall, within 90 days after it occurs, transmit, in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act, notice of all
uncured or unwaived Defaults actually known to it; provided, however, that,
except in the case of a Default in payment of the principal of or interest on
the Notes, the Trustee may withhold the notice if and so long as the board of
directors, the executive committee or a trust committee of its directors and/or
its Responsible Officers in good faith determines that withholding such notice
is in the interests of Holders; provided further, however, that, in the case of
any default or breach of the character specified in Section 6.01(c) with respect
to the Notes, no such notice to Holders shall be given until at least 60 days
after the occurrence thereof.

SECTION 7.03      Certain Rights of Trustee.

         Subject to the provisions of Section 7.01:

                  (a) the Trustee may conclusively rely on and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document reasonably believed by it to be genuine and to have been signed or
presented by the proper party or parties;

                  (b) any request, direction, order or demand of the Partnership
mentioned herein shall be sufficiently evidenced by a Partnership Request or
Partnership Order (other than delivery of any Security to the Trustee for
authentication and delivery pursuant to Section 2.02,

                                       46
<PAGE>
which shall be sufficiently evidenced as provided therein) and any resolution
of the Partnership Policy Committee shall be sufficiently evidenced;

                  (c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers' Certificate;

                  (d) the Trustee may consult with counsel of its selection and
the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;

                  (e) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

                  (f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit;

                  (g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder;

                  (h) the Trustee may request that the Partnership deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded;

                  (i) the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture;

                  (j) the Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Notes and this Indenture; and

                  (k) the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be

                                       47

<PAGE>
enforceable by, the Trustee in each of its capacities hereunder, and to each
agent, custodian and other Person employed to act hereunder.

SECTION 7.04      Not Responsible for Recitals or Issuance of Notes.

         The recitals contained herein and in the Notes, except the Trustee's
certificates of authentication, shall be taken as the statements of the
Partnership, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. Neither the Trustee nor any Authenticating
Agent makes any representations as to the validity or sufficiency of this
Indenture or of the Notes. The Trustee or any Authenticating Agent shall not be
accountable for the use or application by the Partnership of Notes or the
proceeds thereof.

SECTION 7.05      May Hold Notes.

         The Trustee, any Authenticating Agent, any Paying Agent, any Registrar
or any other agent of the Partnership, in its individual or any other capacity,
may become the owner or pledgee of Notes and, subject to Sections 7.08 and 7.13,
may otherwise deal with the Partnership with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Registrar or such other
agent.

SECTION 7.06      Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Partnership.

SECTION 7.07      Compensation and Reimbursement.

         The Partnership and the Guarantor jointly and severally agree:

                  (a) to pay to the Trustee from time to time such compensation
as shall be agreed in writing from time to time between the Partnership and the
Trustee for all services rendered by it hereunder (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust);

                  (b) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or willful
misconduct; and

                  (c) to indemnify each of the Trustee and any predecessor
Trustee for, and to hold it harmless against, any and all loss, liability,
damages, claim or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself
against any claim (whether asserted by the Partnership, a Holder or another
Person) or

                                       48
<PAGE>

liability in connection with the exercise or performance of any of its powers
or duties hereunder, except those attributable to its negligence or willful
misconduct.

         The obligations of the Partnership and the Guarantor under this Section
to compensate the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness when such
obligations have been past due for 90 days. Such additional indebtedness shall
be secured by a lien prior to that of the Notes upon all property and funds held
or collected by the Trustee as such, except funds held in trust for the benefit
of the Holders of particular Notes.

         Without limiting any rights available to the Trustee under applicable
law, when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 6.01(d) or Section 6.01(e), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under any applicable provisions of the Bankruptcy Code.

         The provisions of this Section shall survive the satisfaction and
discharge of this Indenture, the resignation or removal of the Trustee and the
defeasance of the Notes.

SECTION 7.08      Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

SECTION 7.09      Corporate Trustee Required; Eligibility.

         There shall at all times be one Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus required by the Trust Indenture Act. If such
Person publishes reports of condition at least annually, pursuant to law or to
the requirements of a supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Person shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

SECTION 7.10      Resignation and Removal; Appointment of Successor.

         No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 7.11.

         The Trustee may resign at any time with respect to the Notes by giving
written notice thereof to the Partnership and the Guarantor. If the instrument
of acceptance by a successor Trustee required by Section 7.11 shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition, at the expense of the

                                       49
<PAGE>

Partnership, any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Notes.

         The Trustee may be removed at any time with respect to the Notes by Act
of the Holders of a majority in principal amount of the Notes then outstanding,
delivered to the Trustee and to the Partnership. If the instrument of acceptance
by a successor Trustee required by Section 7.11 shall not have been delivered to
the Trustee within 30 days after the giving of such notice of removal, the
Trustee being removed may petition, at the expense of the Partnership, any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Notes.

         If at any time:

                  (1) the Trustee shall fail to comply with Section 7.08 after
written request therefor by the Partnership, the Guarantor, or by any Holder who
has been a bona fide Holder of a Security for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 7.09
and shall fail to resign after written request therefor by the Partnership, the
Guarantor, or by any such Holder, or

                  (3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,

then, in any such case, (A) the Partnership may remove the Trustee, or (B)
subject to Section 6.14, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Notes and the appointment of a successor
Trustee or Trustees.

         If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Notes, the Partnership shall promptly appoint a successor Trustee or
Trustees with respect to the Notes (it being understood that any such successor
Trustee may be appointed with respect to the Notes and that at any time there
shall be only one Trustee with respect to the Notes) and shall comply with the
applicable requirements of Section 7.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Notes shall be appointed by Act of the
Holders of a majority in principal amount of the Notes delivered to the
Partnership, the Guarantor, and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 7.11, become the successor Trustee
with respect to the Notes and to that extent supersede the successor Trustee
appointed by the Partnership. If no successor Trustee with respect to the Notes
shall have been so appointed by the Partnership or the Holders and accepted
appointment in the manner required by Section 7.11, any Holder who has been a
bona fide Holder of Notes for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Notes.

                                       50
<PAGE>

         The Partnership shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee in the manner
provided in Section 10.02. Each notice shall include the name of the successor
Trustee with respect to the Notes and the address of its Corporate Trust Office.

SECTION 7.11      Acceptance of Appointment by Successor.

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to all Notes, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Partnership, the Guarantor, and to
the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Partnership, the Guarantor, or the successor Trustee,
such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

                  (b) Upon request of any such successor Trustee, the
Partnership and the Guarantor shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in paragraph (a) of this Section.

                  (c) No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

SECTION 7.12      Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Notes shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Notes.

SECTION 7.13      Preferential Collection of Claims Against Partnership.

         If and when the Trustee shall be or become a creditor directly or
indirectly, secured or unsecured, of the Partnership, the Guarantor, or any
other obligor upon the Notes, the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the
Partnership, the Guarantor, or any such other obligor.


                                       51


<PAGE>

SECTION 7.14      Appointment of Authenticating Agent.

         The Trustee (upon notice to the Partnership and the Guarantor) may
appoint an Authenticating Agent or Agents which shall be authorized to act on
behalf of the Trustee to authenticate the Notes (in accordance with procedures
acceptable to the Trustee) and upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 2.06, and Notes so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Notes by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Partnership and shall at
all times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of such Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or such Authenticating
Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee, to the Partnership, and to the Guarantor. The Trustee
may at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent, to the Partnership, and to
the Guarantor. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time such Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the
Partnership and shall mail written notice of such appointment by first-class
mail, postage prepaid, to all Holders, as their names and addresses appear in
the security register of the Trustee. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

                                       52
<PAGE>

         The Partnership agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

         If an appointment is made pursuant to this Section, the Notes may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

         This is one of the Notes.

                                    BANK ONE TRUST COMPANY, N.A.

                                    As Trustee

                                    By: ________________________________________
                                               As Authenticating Agent



                                    By: ________________________________________
                                                  Authorized Officer

SECTION 7.15      Reports by Trustee to Holders of the Notes.

                  (a) Within 60 days after each May 15 commencing April 1,
2002, the Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture to the extent required pursuant to the
Trust Indenture Act at the times and in the manners provided pursuant thereto.

                  (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Notes are listed, with the Commission and with the Partnership. The
Partnership will promptly notify the Trustee when the Notes are listed on any
stock exchange.

                                  ARTICLE VIII
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.

         The Partnership may, at the option of the Partnership Policy Committee
evidenced by a resolution set forth in an exhibit to an Officers' Certificate,
at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all
outstanding Notes upon compliance with the conditions set forth below in this
Article VIII.


                                     53


<PAGE>

SECTION 8.02      Legal Defeasance and Discharge.

         Upon the Partnership's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Partnership shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"), except for (i) the rights of Holders of outstanding Notes to
receive payments in respect of the principal of, premium, if any, and interest
and Liquidated Damages, if any, on such Notes when such payments are due from
the trust referred to below, (ii) the Partnership's obligations with respect to
the Notes concerning issuing temporary Notes, registration of Notes, mutilated,
destroyed, lost or stolen Notes and the maintenance of an office or agency for
payment and money for security payments held in trust, (iii) the rights, powers,
trusts, duties and immunities of the Trustee, and the Partnership's and
Guarantor's obligations in connection therewith, (iv) rights of registration of
transfer and exchange of the Notes and the Partnership's optional rights, (v)
the obligations of the Partnership under Section 4.02, (vi) rights of
registration of transfer and exchange of the Notes and the Partnership's
optional right of redemption and (iv) the Legal Defeasance provisions of this
Indenture. For this purpose, Legal Defeasance means that the Partnership, the
Guarantor, and any other obligor on the Notes shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes, which
shall thereafter be deemed to be "outstanding" only for the purposes of Section
8.05 hereof and the other Sections of this Indenture referred to in clauses (a)
and (b) set forth in this sentence below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Partnership, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest and Liquidated Damages, if any,
on such Notes when such payments are due, (b) the Partnership's obligations with
respect to such Notes under Article II and Section 4.02 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the
Partnership's obligations in connection therewith and (d) this Article VIII.
Subject to compliance with this Article VIII, the Partnership may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

SECTION 8.03      Covenant Defeasance.

         Upon the Partnership's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Partnership and any other obligor,
including the Guarantor, shall, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from its obligations under the
covenants contained in Sections 4.03, 4.04, 4.06, 4.07 and Article V hereof with
respect to the outstanding Notes on and after the date the conditions set forth
below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Partnership and the Guarantor

                                       54
<PAGE>
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Partnership's exercise under Section 8.01 hereof
of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(c) through 6.01(g) hereof shall not constitute Events of Default.

SECTION 8.04      Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (a) the Partnership must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any, and
interest and Liquidated Damages, if any, on the outstanding Notes on the Stated
Maturity or on the applicable Redemption Date, as the case may be, and the
Partnership must specify whether the Notes are being defeased to maturity or to
a particular Redemption Date;

                  (b) in the case of an election under Section 8.02 hereof,
the Partnership shall have delivered to the Trustee an Opinion of Counsel in the
United States reasonably acceptable to the Trustee confirming that (A) the
Partnership has received from, or there has been published by, the Internal
Revenue Service a ruling or (B) since the date of this Indenture, there has been
a change in the applicable federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders
of the outstanding Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred;

                  (c) in the case of an election under Section 8.03 hereof,
the Partnership shall have delivered to the Trustee an Opinion of Counsel in the
United States reasonably acceptable to the Trustee confirming that the Holders
of the outstanding Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Covenant Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred;

                  (d) no Default or Event of Default shall have occurred
and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit) or
insofar as Section 6.01(d) or 6.01(e) hereof is concerned, at any time in the
period ending on the 91st day after the date of deposit;

                                       55
<PAGE>

                  (e) such Legal Defeasance or Covenant Defeasance will not
result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Partnership or
any of its Subsidiaries is a party or by which the Partnership or any of its
Subsidiaries is bound;

                  (f) the Partnership shall have delivered to the Trustee
an Opinion of Counsel to the effect that on the 91st day following the deposit,
the trust funds will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally;

                  (g) the Partnership shall have delivered to the Trustee
an Officers' Certificate stating that the deposit was not made by the
Partnership with the intent of preferring the Holders of Notes over the other
creditors of the Partnership with the intent of defeating, hindering, delaying
or defrauding creditors of the Partnership or others; and

                  (h) the Partnership shall have delivered to the Trustee
an Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for or relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.

SECTION 8.05      Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively, for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Partnership acting as Paying Agent) as
the Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest and
Liquidated Damages, if any, but such money need not be segregated from other
funds except to the extent required by law.

         The Partnership shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

         Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Partnership from time to time upon the
request of the Partnership any money or non-callable Government Securities held
by it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(h) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

                                       56
<PAGE>


SECTION 8.06      Repayment to Partnership.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Partnership, in trust for the payment of the principal of, premium, if
any, or interest and Liquidated Damages, if any, on any Note and remaining
unclaimed for two years after such principal, and premium, if any, or interest
and Liquidated Damages, if any, has become due and payable shall be paid to the
Partnership on its request or (if then held by the Partnership) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as a
secured creditor, look only to the Partnership for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Partnership as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Partnership cause to be
published once, in an Authorized Newspaper in each Place of Payment with respect
to the Notes, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Partnership.

SECTION 8.07      Reinstatement.

         If the Trustee or Paying Agent is unable to apply any U.S. dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Partnership's and the Guarantor's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03 hereof, as the case may be; provided, however, that, if the
Partnership or the Guarantor makes any payment of principal of, premium, if any,
or interest and Liquidated Damages, if any, on any Note following the
reinstatement of its obligations, the Partnership or the Guarantor shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.

                                   ARTICLE IX
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01      Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 hereof, the Partnership, the Guarantor and
the Trustee may amend or supplement this Indenture or the Notes without the
consent of any Holder of a Note:

                  (a) to cure any ambiguity, defect or inconsistency;

                  (b) to provide for uncertificated Notes in addition to or
in place of certificated Notes or to alter the provisions of Article II hereof
(including the related definitions) in a manner that does not materially
adversely affect any Holder;

                                       57
<PAGE>

                  (c) to provide for the assumption of the Partnership's or
the Guarantor's obligations to the Holders of the Notes in the case of a merger,
consolidation or sale of assets of the Partnership pursuant to Article V hereof;

                  (d) to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights hereunder of any such Holder;

                  (e) to comply with requirements of the SEC in order to effect
or maintain the qualification of this Indenture under the TIA; or

                  (f) to reflect the release of the Guarantor from its
Guarantee, or the addition of any Holding Subsidiary of the Partnership or any
other Person as a guarantor hereunder, in the manner provided by this Indenture.

         Upon the request of the Partnership accompanied by a resolution of the
Partnership Policy Committee authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 7.03 hereof, the Trustee shall join with the Partnership
and the Guarantor in the execution of any amended or supplemental Indenture
authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into such amended or supplemental
Indenture that affects its own rights, duties, liabilities or immunities under
this Indenture or otherwise.

SECTION 9.02      With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Partnership, the
Guarantor and the Trustee may amend or supplement this Indenture and the Notes
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a tender offer or exchange
offer for the Notes), and, subject to Sections 6.08 and 6.13 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, if any, or interest and Liquidated
Damages, if any, on the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of this
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for the Notes).

         Upon the request of the Partnership accompanied by a resolution of the
Partnership Policy Committee authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by a Responsible Officer of the Trustee of the documents
described in Section 7.03 hereof, the Trustee shall join with the Partnership
and the Guarantor in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture affects the Trustee's own rights,
duties, liabilities or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such amended or supplemental Indenture.

                                       58
<PAGE>

         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

         After an amendment, supplement or waiver under this Section becomes
effective, the Partnership shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Partnership to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.08 and 6.13 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding may waive
compliance in a particular instance by the Partnership with any provision of
this Indenture or the Notes. However, without the consent of each Holder
affected, an amendment or waiver may not (with respect to any Notes held by a
nonconsenting Holder):

                  (a) reduce the principal amount of Notes whose Holders must
consent to an amendment, supplement or waiver of any provision of this Indenture
or the Notes;

                  (b) reduce the principal of or change the fixed maturity
of any Note or alter or waive in any manner that adversely affects the rights of
any Holder of Notes any of the provisions with respect to the redemption of the
Notes;

                  (c) reduce the rate of or change the time for payment of
interest, including default interest, or Liquidated Damages, if any, on any
Note;

                  (d) waive a Default or Event of Default in the payment of
principal of or premium, if any, or interest or Liquidated Damages, if any, on
the Notes (except a rescission of acceleration of the Notes by the Holders of at
least a majority in aggregate principal amount of the then outstanding Notes and
a waiver of the payment default that resulted from such acceleration);

                  (e) make any Note payable in money other than that stated in
the Notes;

                  (f) make any change that adversely affects the rights of
any Holder of Notes in the provisions of this Indenture relating to waivers of
past Defaults or make any change to the rights of Holders of Notes to receive
payments of principal of or interest or Liquidated Damages, if any, on the
Notes;

                  (g) waive a redemption payment with respect to any Note; or

                  (h) make any change in Section 6.08 or 6.13 hereof or in
the foregoing amendment and waiver provisions.

SECTION 9.03      Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or supplemental Indenture that complies with the TIA as
then in effect.

                                       59
<PAGE>

SECTION 9.04      Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.05      Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Partnership, in
exchange for all Notes, may issue and the Trustee shall authenticate new Notes
that reflect the amendment, supplement or waiver.

         Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06      Trustee to Sign Amendments, Etc.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article IX if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise. The Partnership may not sign an amendment or
supplemental Indenture until the Partnership Policy Committee approves it. In
executing any amended or supplemental indenture, the Trustee shall be entitled
to receive and (subject to Section 7.01 hereof) shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

                                    ARTICLE X
                                  MISCELLANEOUS

SECTION 10.01     Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA ss.318(c), the imposed duties shall control.

SECTION 10.02     Notices.

         Any notice or communication by the Partnership or the Trustee to the
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return

                                       60
<PAGE>

receipt requested), telecopier or overnight air courier guaranteeing next day
delivery, to the others' address:

         If to the Partnership:

                 Northern Border Partners, L.P.
                 c/o Northern Plains Natural Gas Company
                 1111 South 103rd Street
                 Omaha, Nebraska 68124-1000
                 Telecopier No.:  (402) 398-7871
                 Attention: Director of Finance

         If to the Trustee:

                 Bank One Trust Company, N.A.
                 1 Bank One Plaza, Suite IL1-0126
                 Chicago, Illinois  60670-0126
                 Telecopier No.: (312) 407-1708
                 Attention: Corporate Trust Services Division

         The Partnership or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back; when receipt acknowledged, if
telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.

         Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA ss. 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Partnership mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

SECTION 10.03 Communication by Holders of Notes with Other Holders of Notes.

         Holders may communicate pursuant to TIA ss. 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Partnership,
the Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

                                       61
<PAGE>

SECTION 10.04     Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Partnership or the Guarantor to
the Trustee to take any action under this Indenture, the Partnership shall
furnish to the Trustee:

                  (a) an Officers' Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 10.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

                  (b) an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 10.05 hereof) stating that, in the opinion of such counsel, all
such conditions precedent and covenants have been satisfied.

SECTION 10.05     Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:

                  (a) a statement that the Person making such certificate or
opinion has read such covenant or condition;

                  (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

                  (c) a statement that, in the opinion of such Person, he
or she has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition
has been satisfied; and

                  (d) a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been satisfied.

SECTION 10.06     Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.07     Non-Recourse to the General Partners; No Personal Liability of
Directors, Officers, Employees or Partners.

         Obligations of the Partnership, or the Guarantor, as such, under this
Indenture and the Notes hereunder are non-recourse to the General Partners, and
their respective Affiliates (other than the Partnership and the Guarantor), and
payable only out of cash flow and assets of the Partnership and the Guarantor.
The Trustee, and each Holder of a Note by its acceptance thereof, will be deemed
to have agreed in this Indenture that (1) none of the General Partners nor

                                       62
<PAGE>

their assets (nor any of their respective Affiliates other than the Partnership
or the Guarantor, or their respective assets) shall be liable for any of the
obligations of the Partnership or the Guarantor under this Indenture or such
Notes, and (2) no director, officer, employee, stockholder or unitholder, as
such, of the Partnership, the Guarantor, the Trustee, the General Partners or
any Affiliate of any of the foregoing entities and no member of the Partnership
Policy Committee or the Partnership's Audit Committee shall have any personal
liability in respect of the obligations of the Partnership or the Guarantor
under this Indenture or such Notes by reason of his, her or its status.

SECTION 10.08     Governing Law.

         THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE NOTES.

SECTION 10.09     No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Partnership or its Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 10.10     Successors.

         All agreements of the Partnership in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.

SECTION 10.11     Severability.

         In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10.12     Counterpart Originals.

         The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION 10.13     Table of Contents, Headings, Etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

SECTION 10.14     Acts of Holders; Record Dates.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given or taken by
Holders may be embodied in and evidenced by (a) one or more instruments of
substantially similar tenor signed (either physically or by means of a facsimile
or an electronic transmission, provided that such electronic

                                       63
<PAGE>

transmission is transmitted through the facilities of a Depositary) by such
Holders in person or by agent duly appointed in writing; (b) the record of the
Holders voting in favor thereof at any meeting of Holders duly called and held
in accordance with the provisions of Article IX, or (c) a combination of such
instruments and record. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments or record
are delivered (either physically or by means of a facsimile or an electronic
transmission, provided that such electronic transmission is transmitted through
the facilities of a Depositary) to the Trustee and, where it is hereby expressly
required, to the Partnership. Such instrument or instruments or record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Holders signing such instrument or instruments or of the
Holders reflected by such record. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 315 of the Trust Indenture Act)
conclusive in favor of the Trustee and the Partnership, if made in the manner
provided in this Section.

         The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

         The ownership, principal amount and serial numbers of Notes held by any
Person, and the date of commencement of such Person's holding the same, shall be
proved by the security register of the Trustee.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action of the Holder of any Note shall bind every future Holder of the
same Note and the Holder of every Note issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee or the Partnership in reliance
thereon, whether or not notation of such action is made upon such Note.

         Without limiting the foregoing, a Holder entitled hereunder to give or
take any action hereunder with regard to any particular Note may do so with
regard to all or any part of the principal amount of such Note or by one or more
duly appointed agents each of which may do so pursuant to such appointment with
regard to all or any different part of such principal amount.

         The Partnership may set any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given or taken by Holders, but the Partnership
shall have no obligation to do so. With regard to any record date set pursuant
to this paragraph, the Holders of Notes on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to give or take the
relevant action, whether or not such Holders remain Holders after such record
date.

                                       64
<PAGE>

         The record of any meeting of Holders shall be proved as provided in
Section 11.06.

                                   ARTICLE XI
                          MEETINGS OF HOLDERS OF NOTES

SECTION 11.01     Purposes for Which Meetings May Be Called.

         A meeting of Holders may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other act provided by this
Indenture to be made, given or taken by Holders.

SECTION 11.02     Call, Notice and Place of Meetings.

                  (a) The Trustee may at any time call a meeting of Holders
for any purpose specified in Section 11.01, to be held at such time and at such
place in the Borough of Manhattan, The City of New York as the Trustee shall
determine. Notice of every meeting of Holders, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given, in the manner provided in Section 10.02, not less
than 21 nor more than 180 days prior to the date fixed for the meeting.

                  (b) In case at any time the Partnership (by or pursuant
to a resolution of the Partnership Policy Committee or Officers' Certificate) or
the Holders of at least 10% in principal amount of the Notes then outstanding
have requested the Trustee to call a meeting of the Holders for any purpose
specified in Section 11.01, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed notice of such meeting within 21 days after receipt of such request
(whichever shall be required pursuant to Section 10.02) or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Partnership
or the Holders in the amount above specified, as the case may be, may determine
the time and the place in the Borough of Manhattan, The City of New York for
such meeting and may call such meeting for such purposes by giving notice
thereof as provided in Section 11.02(a).

SECTION 11.03     Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders, a Person shall be (a)
a Holder of one or more Notes, or (b) a Person appointed by an instrument in
writing as proxy for a Holder or Holders by such Holder or Holders. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders shall be the Persons entitled to vote at such meeting and their counsel,
any representatives of the Trustee and its counsel and any representatives of
the Partnership and its counsel.

SECTION 11.04     Quorum; Action.

         The presence of Persons holding Notes in an aggregate principal amount
sufficient to take action upon the matter for which such meeting was called
shall constitute a quorum for a meeting of Holders. In the absence of a quorum
within 30 minutes after the time appointed for

                                       65
<PAGE>
any such meeting, the meeting shall, if convened at the request of Holders, be
dissolved. In any other case, the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 11.02(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Notes that shall constitute a quorum.

         A resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be adopted only by the
affirmative vote of the Holders of a majority in principal amount of the Notes;
provided, however, that any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other Act which this
Indentures expressly provides may be made, given or taken by the Holders of a
specified percentage, which is less or more than a majority in principal amount
of the Notes may be adopted at a meeting or an adjourned meeting duly reconvened
and at which a quorum is present as aforesaid by the affirmative vote of the
Holders of such specified percentage in principal amount of the Notes.

         Any resolution passed or decision taken at any meeting of Holders of
Notes duly held in accordance with this Section shall be binding on all the
Holders, whether or not such Holders were present or represented at the meeting.

SECTION 11.05     Determination of Voting Rights; Conduct and Adjournment of
                  Meetings.

                  (a) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders in regard to proof of the holding of Notes
and of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Notes shall be
proved in the manner specified in Section 10.14 and the appointment of any proxy
shall be proved in executing the proxy witnessed or guaranteed by any trust
partnership, bank or banker authorized by Section 10.14 to certify to the
holding of Notes. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine
without the proof specified in Section 10.14 or other proof.

                  (b) The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Partnership, or by Holders as provided in Section 11.02(b), in
which case the Partnership or the Holders calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman. A permanent chairman and
a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Notes represented at the
meeting.

                  (c) At any meeting each Holder of a Note or proxy shall
be entitled to one vote for each $1,000 principal amount of Notes held or
represented by him; provided, however,

                                       66
<PAGE>

that no vote shall be cast or counted at any meeting in respect of any Note
challenged as not then outstanding and ruled by the chairman of the meeting to
be not then outstanding. The chairman of the meeting shall have no right to
vote, except as a Holder of a Note or proxy.

                  (d) Any meeting of Holders duly called pursuant to
Section 11.02 at which a quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of the Notes then
outstanding represented at the meeting; and the meeting may be held as so
adjourned without further notice.

SECTION 11.06     Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders shall
be by written ballots on which shall be subscribed the signatures of the Holders
or of their representatives by proxy and the principal amounts and serial
numbers of the Notes held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record of the proceedings of each meeting of
Holders shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 11.02 and, if
applicable, Section 11.04. Such record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and a copy of
same shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                   ARTICLE XII
                               GUARANTEE OF NOTES

SECTION 12.01     Unconditional Guarantee.

                  (a) For value received, the Guarantor, hereby fully,
unconditionally and absolutely guarantees (the "Guarantee") to the Holders and
to the Trustee the due and punctual payment of the principal of, and premium, if
any, and interest on the Notes and all other amounts due and payable under this
Indenture and the Notes by the Partnership, when and as such principal, premium,
if any, and interest shall become due and payable, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise,
according to the terms of the Notes and this Indenture.

                  (b) Failing payment when due of any amount guaranteed
pursuant to the Guarantee, for whatever reason, the Guarantor will be obligated
to pay the same immediately. The Guarantee hereunder is intended to be a
general, unsecured, senior obligation of the Guarantor and will rank pari passu
in right of payment with all Debt of the Guarantor that is not, by its terms,
expressly subordinated in right of payment to the Guarantee of the Guarantor.
The

                                       67
<PAGE>
Guarantor hereby agrees that its obligations hereunder shall be full,
unconditional and absolute, irrespective of the validity, regularity or
enforceability of the Notes, the Guarantee or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Partnership, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of the Guarantor. The Guarantor hereby agrees that in the event of a
default in payment of the principal of, or premium, if any, or interest on the
Notes, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise, legal proceedings may be instituted by the Trustee
on behalf of the Holders or, subject to Section 6.07, by the Holders, on the
terms and conditions set forth in this Indenture, directly against the Guarantor
to enforce the Guarantee without first proceeding against the Partnership.

                  (c) The obligations of the Guarantor under this Article
XII shall be as aforesaid full, unconditional and absolute and shall not be
impaired, modified, released or limited by any occurrence or condition
whatsoever, including, without limitation, (i) any compromise, settlement,
release, waiver, renewal, extension, indulgence or modification of, or any
change in, any of the obligations and liabilities of the Partnership or the
Guarantor contained in the Notes or this Indenture, (ii) any impairment,
modification, release or limitation of the liability of the Partnership, the
Guarantor or any of their estates in bankruptcy, or any remedy for the
enforcement thereof, resulting from the operation of any present or future
provision of any applicable Bankruptcy Law, as amended, or other statute or from
the decision of any court, (iii) the assertion or exercise by the Partnership,
the Guarantor or the Trustee of any rights or remedies under the Notes or this
Indenture or their delay in or failure to assert or exercise any such rights or
remedies, (iv) the assignment or the purported assignment of any property as
security for the Notes, including all or any part of the rights of the
Partnership or the Guarantor under this Indenture, (v) the extension of the time
for payment by the Partnership or the Guarantor of any payments or other sums or
any part thereof owing or payable under any of the terms and provisions of the
Notes or this Indenture or of the time for performance by the Partnership or the
Guarantor of any other obligations under or arising out of any such terms and
provisions or the extension or the renewal of any thereof, (vi) the modification
or amendment (whether material or otherwise) of any duty, agreement or
obligation of the Partnership or the Guarantor set forth in this Indenture,
(vii) the voluntary or involuntary liquidation, dissolution, sale or other
disposition of all or substantially all of the assets, marshalling of assets and
liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of, or other
similar proceeding affecting, the Partnership or the Guarantor or any of its
respective assets, or the disaffirmance of the Notes, the Guarantee or this
Indenture in any such proceeding, (viii) the release or discharge of the
Partnership or the Guarantor from the performance or observance of any
agreement, covenant, term or condition contained in any of such instruments by
operation of law, (ix) the unenforceability of the Notes, the Guarantee or this
Indenture or (x) any other circumstance which might otherwise constitute a legal
or equitable discharge of a surety or guarantor.

                  (d) The Guarantor hereby (i) waives diligence, presentment,
demand of payment, filing of claims with a court in the event of the merger,
insolvency or bankruptcy of the Partnership or the Guarantor, and all demands
whatsoever, (ii) acknowledges that any agreement, instrument or document
evidencing the Guarantee may be transferred and that the benefit of its

                                       68
<PAGE>

obligations hereunder shall extend to each holder of any agreement, instrument
or document evidencing the Guarantee without notice to them and (iii) covenants
that its Guarantee will not be discharged except by complete performance of the
Guarantee. The Guarantor further agrees that if at any time all or any part of
any payment theretofore applied by any person to the Guarantee is, or must be,
rescinded or returned for any reason whatsoever, including without limitation,
the insolvency, bankruptcy or reorganization of the Partnership or the
Guarantor, the Guarantee shall, to the extent that such payment is or must be
rescinded or returned, be deemed to have continued in existence notwithstanding
such application, and the Guarantee shall continue to be effective or be
reinstated, as the case may be, as though such application had not been made.

                  (e) The Guarantor shall be subrogated to all rights of
the Holders and the Trustee against the Partnership in respect of any amounts
paid by the Guarantor pursuant to the provisions of this Indenture, provided,
however, that the Guarantor shall not be entitled to enforce or to receive any
payments arising out of, or based upon, such right of subrogation until all of
the Notes and the Guarantee shall have been paid in full or discharged.

                  (f) A director, officer, employee or unitholder, as such,
of the Guarantor shall not have any liability for any obligations of the
Guarantor under this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation.

SECTION 12.02     Limitation of Guarantor's Liability.

         The Guarantor and by its acceptance hereof each Holder hereby confirms
that it is the intention of all such parties that the guarantee by the Guarantor
pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for
purposes of any federal, state or foreign law. To effectuate the foregoing
intention, the Holders and the Guarantor hereby irrevocably agree that the
obligations of the Guarantor under its Guarantee shall be limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of the Guarantor, result in the obligations of the Guarantor under
its Guarantee not constituting a fraudulent conveyance or fraudulent transfer
under federal, state or foreign law.

SECTION 12.03     Execution and Delivery of Guarantee.

         To further evidence the Guarantee set forth in Section 12.01, the
Guarantor hereby agrees that a notation relating to the Guarantee shall be
endorsed on each Note authenticated and delivered by the Trustee and executed by
either manual or facsimile signature of two officers of the Guarantor.

         The Guarantor hereby agrees that its Guarantee set forth in Section
12.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation relating to the Guarantee.

         If an officer of the Guarantor whose signature is on this Indenture or
a Note no longer holds that office at the time the Trustee authenticates such
Note or at any time thereafter, the Guarantor's Guarantee of such Note shall be
valid nevertheless.

                                       69
<PAGE>

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee set forth in
this Indenture on behalf of the Guarantor.

SECTION 12.04     Addition of Guarantors.

                  (a) If any Holding Subsidiary of the Partnership incurs,
creates, assumes or guarantees any Funded Debt other than the Notes at any time
subsequent to the Issue Date (including, without limitation, following any
release of such Holding Subsidiary pursuant to Section 12.05 from the Guarantee
previously provided by it under this Article XII), then the Partnership shall
(i) cause the Notes to be equally and ratably guaranteed by such Holding
Subsidiary, but only to the extent that the Notes are not already guaranteed by
such Holding Subsidiary on reasonably comparable terms and (ii) cause such
Holding Subsidiary to execute and deliver a supplemental indenture evidencing
its provision of the Guarantee in accordance with Section 12.04(b) below.

                  (b) Any Person that was not the Guarantor on the Issue Date
may become a Guarantor by executing and delivering to the Trustee (i) a
supplemental indenture in form and substance satisfactory to the Trustee, which
subjects such Person to the provisions (including the representations and
warranties) of this Indenture as the Guarantor and (ii) an Opinion of Counsel
and Officers' Certificate to the effect that such supplemental indenture has
been duly authorized and executed by such Person and constitutes the legal,
valid, binding and enforceable obligation of such Person (subject to such
customary exceptions concerning creditors' rights and equitable principles as
may be acceptable to the Trustee in its discretion and provided that no opinion
need be rendered concerning the enforceability of the Guarantee).

SECTION 12.05     Release of Guarantee.

         Notwithstanding anything to the contrary in this Article XII, if the
Guarantor shall no longer be a guarantor of any Funded Debt other than the
Notes, and so long as no Default or Event of Default shall have occurred or be
continuing, the Guarantor, upon giving notice to the Trustee to the foregoing
effect, shall be deemed to be released from all of its obligations under this
Indenture and the Guarantee shall be of no further force or effect. Following
the receipt by the Trustee of any such notice, the Partnership shall cause this
Indenture to be amended as provided in Section 9.01; provided, however, that the
failure to so amend this Indenture shall not affect the validity of the
termination of the Guarantee of the Guarantor.

                           [SIGNATURES PAGE(S) FOLLOW]

                                       70
<PAGE>


                                   SIGNATURES


Dated as of  March 21, 2001

ISSUER:

NORTHERN BORDER PARTNERS, L.P.

By:
    ----------------------------------------
    Name:
    Title:


GUARANTOR:

NORTHERN BORDER INTERMEDIATE LIMITED
PARTNERSHIP

By:
    ----------------------------------------
    Name:
    Title:

TRUSTEE:

BANK ONE TRUST COMPANY, N.A.

By:
    ----------------------------------------
    Name:
    Title:

                                       71

<PAGE>


                                FORM OF GUARANTEE


         The Guarantor (which term includes any successor person under the
Indenture), has fully, unconditionally and absolutely guaranteed, to the extent
set forth in the Indenture and subject to the provisions in the Indenture, the
due and punctual payment of the principal of, and premium, if any, and interest
on the Notes and all other amounts due and payable under the Indenture and the
Notes by the Partnership.

         The obligations of the Guarantor to the Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article XII of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Guarantee.

                                             NORTHERN BORDER INTERMEDIATE
                                             LIMITED PARTNERSHIP

                                             By:
                                                 -------------------------------
                                                 Name
                                                 Title

                                       72

<PAGE>
                                                                       EXHIBIT A

                                 (FACE OF NOTE)

                                                    CUSIP: 664785AD4(Rule 144A);
                                                       664785AE2(IAI)[664785AF9]

                     7.10% SENIOR NOTES DUE 2011[, SERIES A]


No. ____________                                               $________________

                         NORTHERN BORDER PARTNERS, L.P.


promises to pay to

or registered assigns,

the principal sum of  ____________________________________DOLLARS AND NO CENTS

on March 15, 2011.

Interest Payment Dates: March 15 and September 15

Record Dates: March 1 and September 1

                                            NORTHERN BORDER PARTNERS, L.P.

                                            By:
                                                --------------------------------
                                                Name
                                                Title

This is one of the
Notes referred to in the
within-mentioned Indenture:

                                             BANK ONE TRUST COMPANY, N.A.
                                             as Trustee

                                             By:
                                                 -------------------------------
                                                 Name
                                                 Title

Dated:            ,


                                  Exhibit A-1

<PAGE>


                                 (BACK OF NOTE)


                     7.10% SENIOR NOTES DUE 2011[, SERIES A]


[Unless and until it is exchanged in whole or in part for Notes in definitive
form, this Note may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. The Depository
Trust Company shall act as the Depositary until a successor shall be appointed
by the Company and the Registrar. Unless this certificate is presented by an
authorized representative of The Depository Trust Company (55 Water Street, New
York, New York) ("DTC"), to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or such other name as may be requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or such other
entity as may be requested by an authorized representative of DTC), any
transfer, pledge or other use hereof for value or otherwise by or to any person
is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.](1)

[THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY,
REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN
ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER JURISDICTION. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE HOLDER:

                  (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
                  BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A
                  "QIB"), (B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE
                  TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
                  SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED
                  INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF
                  REGULATION D UNDER THE SECURITIES ACT (AN "IAI")),

                  (2) AGREES THAT, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER
                  THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE
                  ON WHICH THE PARTNERSHIP OR ANY AFFILIATE OF THE PARTNERSHIP
                  WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE)
                  THE "RESALE RESTRICTION


------------------------------
(1) This should be included only if the Note is a Global Note.


                                  Exhibit A-2
<PAGE>

                  TERMINATION DATE"), IT WILL NOT RESELL, OR OTHERWISE TRANSFER
                  THIS NOTE EXCEPT (A) TO NORTHERN BORDER PARTNERS, L.P. OR ANY
                  OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER
                  REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT
                  OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
                  REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION
                  MEETING THE REQUIREMENTS OF RULE 903 OR 904 UNDER THE
                  SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS
                  OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI, (F) IN
                  ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT, OR (G) PURSUANT TO AN
                  EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
                  AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE
                  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
                  OTHER APPLICABLE JURISDICTION AND ACCOMPANIED BY SUCH
                  CERTIFICATIONS, OPINIONS OF COUNSEL AND OTHER INFORMATION AS
                  MAY BE REQUIRED BY THE INDENTURE, AND

                  (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
                  NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
                  SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

                  AS USED HEREIN, THE TERMS "OFFSHORE  TRANSACTION,"  "U.S.
                  PERSONS" AND UNITED STATES HAVE THE MEANINGS ASSIGNED TO THEM
                  IN RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE
                  INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE
                  TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE
                  FOREGOING.](2)

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1. Interest. Northern Border Partners, L.P., a Delaware limited
partnership (the "Partnership"), promises to pay interest on the principal
amount of this Note at 7.10% per annum, from March 21, 2001 until maturity [and
shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the
Registration Rights Agreement referred to below].(3) The Partnership will pay
interest and Liquidated Damages, if any, semiannually in arrears on

------------------------------
(2) This bracketed provision applies only to Notes that have not been exchanged
for Exchange Notes in the Exchange Offer, and it should be removed upon the
exchange of such Notes for Exchange Notes in the Exchange Offer or upon the
transfer of such Notes that have been sold pursuant to the terms of the Shelf
Registration contemplated by the Registration Rights Agreement.


(3) This bracketed provision applies only to Notes that have not been exchanged
for Exchange Notes in the Exchange Offer, and it should be removed upon the
exchange of such Notes for Exchange Notes in the Exchange Offer or upon the
transfer of such Notes that have been sold pursuant to the terms of the Shelf
Registration Statement contemplated by the Registration Rights Agreement.






                                  Exhibit A-3
<PAGE>
March 15 and September 15 of each year, or if any such day is not a Business
Day, on the next succeeding Business Day (each an "Interest Payment Date").
Interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from the date of issuance;
provided that if there is no existing Default in the payment of interest, and
if this Note is authenticated between a record date referred to on the face
hereof and the next succeeding Interest Payment Date, interest shall accrue from
such next succeeding Interest Payment Date; provided, further, that the first
Interest Payment Date shall be September 15, 2001. The Partnership shall pay
interest (including post-petition interest in any proceeding under the
Bankruptcy Code) on overdue principal and premium, if any, from time to time on
demand at the rate borne on the Notes; it shall pay interest (including post-
petition interest in any proceeding under the Bankruptcy Code) on overdue
installments of interest and Liquidated Damages, if any, (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

         2. Method of Payment. The Partnership will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the March 1 or
September 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal of, premium, if any,
interest and Liquidated Damages, if any, at the office or agency of the
Partnership maintained for such purpose within the City and State of New York,
or, at the option of the Partnership, payment of interest and Liquidated
Damages, if any, may be made by check mailed to the Holders at their addresses
set forth in the register of Holders, and provided that payment by wire transfer
of immediately available funds will be required with respect to principal of,
premium, if any, interest and Liquidated Damages, if any, on, all Global Notes
and all other Notes the Holders of which shall have provided wire transfer
instructions to the Partnership or the Paying Agent. Such payment shall be in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.

         3.  Paying Agent and Registrar. Initially, Bank One Trust Company,
N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar.
The Partnership may change any Paying Agent or Registrar without notice to any
Holder. The Partnership may act in any such capacity.

         4. Indenture. The Partnership issued the Notes under an Indenture dated
as of March 21, 2001 (the "Indenture") among the Partnership, Northern Border
Intermediate Limited Partnership, as guarantor (the "Guarantor"), and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended ("TIA"). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are obligations of the Partnership and the Guarantor limited to
$225,000,000.00 in aggregate principal amount, subject to the right of the
Partnership to re-open the offering of the Notes in accordance with Section 2.02
of the Indenture.

                                  Exhibit A-4
<PAGE>

         5. Optional Redemption. The Notes will be subject to redemption at any
time at the option of the Partnership, in whole or in part, at a redemption
price equal to the principal amount of the Notes to be redeemed, plus any
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable Redemption Date plus the "make-whole premium" as defined below.

                  The "make-whole premium" or "premium" with respect to any Note
to be redeemed shall be equal to the excess, if any, of: (a) the sum of the
present values, calculated as of the Redemption Date, of (i) 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 (ii) the principal amount that, but for such redemption,
would have been payable at the final maturity of the Note being redeemed; over
(b) the principal amount of the Note being redeemed.

                  The present values of interest and principal payments referred
to in clause (a) of the immediately preceding paragraph 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 the Partnership. If the
Partnership fails to appoint an independent investment banker not less than 45
days prior to the Redemption Date, or if such independent investment banker is
unwilling or unable to make the calculation, the calculation will be made by
Banc of America Securities L.L.C. If Banc of America Securities L.L.C. is
unwilling or unable to make the calculation, the Partnership 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 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

                                  Exhibit A-5
<PAGE>

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 banking institution of national standing selected in the manner
described in the second preceding paragraph.

         6. Mandatory Redemption. The Partnership shall not be required to make
mandatory redemption payments with respect to the Notes.

         7. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the Redemption Date, interest and Liquidated Damages, if any, cease to
accrue on Notes or portions thereof called for redemption.

         8. Repurchase Upon a Rating Decline. If a Rating Decline occurs and an
Investment Grade rating has not been reinstated within 40 days after such
occurrence, each Holder of Notes shall have the right to require the Partnership
to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of such Holder's Notes at an offer price in cash equal to 100% of the aggregate
principal amount thereof plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date of purchase (the "Rating Decline Payment").
Within 10 days following any Rating Decline, the Partnership shall 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 the Partnership may be
required. If within 30 days following such initial notice, the Rating Agency or
Agencies which downgraded the Notes shall have failed to reinstate an Investment
Grade rating to the Notes, then the Partnership shall, on the 40th day following
such Rating Decline, mail a subsequent notice to each Holder with a copy to the
Trustee stating that an Investment Grade rating of the Notes has not been
reinstated and that such Holder has the right to require the Partnership to
repurchase such Holder's Notes pursuant to the terms of the Indenture. The
repurchase date of all Notes so tendered for purchase shall be made on a
Business Day not less than 30 days nor more than 60 days after such initial
notice is mailed. The Partnership and the Guarantor will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a
Rating Decline. Notwithstanding anything herein to the contrary, the Partnership
shall not be required to make a Rating Decline Offer, and shall not be obligated
to repurchase any Notes following a Rating Decline, if the Rating Decline occurs
after the Partnership's $250 million original principal amount of 8?% Senior
Notes due June 15, 2010 ceases to be outstanding.

         9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Partnership may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Partnership need not exchange or register the
transfer

                                   Exhibit A-6
<PAGE>

of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

         10. Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

         11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Partnership's or the Guarantor's obligations
to Holders of the Notes in case of a merger or consolidation or to make any
change that would provide any additional rights or benefits to the Holders of
the Notes or that does not adversely affect the legal rights under the Indenture
of any such Holder, or to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the TIA.

         12. Defaults and Remedies. Events of Default include: (a) default in
the payment of any interest or Liquidated Damages, if any, upon the Notes when
it becomes due and payable, and continuance of such default for a period of 30
days; or (b) default in the payment of the principal of (or premium, if any, on)
the Notes at their Stated Maturity; or (c) default in the performance, or
breach, of any term, covenant or warranty of the Partnership in this Indenture,
and continuance of such default or breach for a period of 90 days after there
has been given, by registered or certified mail, to the Partnership by the
Trustee or to the Partnership and the Trustee by the Holders of at least 25% in
principal amount of the Notes then outstanding a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" under the Indenture; or (d) the Partnership pursuant to
or within the meaning of the Bankruptcy Code (i) commences a voluntary case,
(ii) consents to the entry of any order for relief against it in an involuntary
case, (iii) consents to the appointment of a Custodian of it or for all or
substantially all of its property, or (iv) makes a general assignment for the
benefit of its creditors; or (e) a court of competent jurisdiction enters an
order or decree under the Bankruptcy Code that (i) is for relief against the
Partnership in an involuntary case, (ii) appoints a Custodian of the Partnership
or for all or substantially all of its property, or (iii) orders the liquidation
of the Partnership; and the order or decree remains unstayed and in effect for
90 days; or (f) any default by the Partnership or any of its Subsidiaries in the
payment, at the final maturity date and 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 $25,000,000 or more,
or acceleration of any indebtedness of such amount, such that such indebtedness
becomes due and payable prior to its maturity date and such acceleration is not
rescinded within 60 days after notice to the Partnership. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately. Notwithstanding the foregoing, in the case of an


                                  Exhibit A-7
<PAGE>

Event of Default arising from certain events (as described in (d) and (e) above)
of bankruptcy or insolvency, all outstanding Notes will become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Partnership is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Partnership is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

         13. Trustee Dealings with Partnership. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Partnership or its Affiliates, and may otherwise deal with the
Partnership or its Affiliates, as if it were not the Trustee.

         14. No Recourse Against Others. Obligations of the Partnership, or the
Guarantor, as such, under the Indenture and the Notes are  non-recourse  to the
Partnership's general partners, and their affiliates (other than the Partnership
and the Guarantor), and payable only out of cash flow and assets of the
Partnership and the Guarantor.

         None of the Partnership's Policy Committee members or Audit Committee
members, or the Partnership's general partners and their assets and Affiliates
(other than the Partnership and the Guarantor), if any, and no director,
officer, employee, stockholder or unitholder, as such, of the Partnership, the
Guarantor, the Trustee, the general partners of the Partnership or any Affiliate
of any of the foregoing entities shall have any liability for any obligations of
the Partnership under the Notes or the Indenture, the Guaranty or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.

         15. Authentication. This Note shall not be valid until authenticated by
the manual signature of a Responsible Officer of the Trustee or an
Authenticating Agent.

         16. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).

         17. Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in and

                                  Exhibit A-8
<PAGE>

shall be bound by the provisions of the Registration Rights Agreement, dated as
of March 21, 2001, between the Partnership and the parties named on the
signature pages thereof (the "Registration Rights Agreement").

         The Partnership will furnish to any Holder, upon written request, a
copy of the Indenture and/or the Registration Rights Agreement. Requests may be
made to:

                          BANK ONE TRUST COMPANY, N.A.
                        1 BANC ONE PLAZA, SUITE IL1-0126
                          CHICAGO, ILLINOIS 60670-0126
                         TELECOPIER NO.: (312) 407-1708
                  ATTENTION: CORPORATE TRUST SERVICES DIVISION

                                  Exhibit A-9
<PAGE>


                                 ASSIGNMENT FORM


To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to


________________________________________________________________________________

                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________


________________________________________________________________________________


________________________________________________________________________________


________________________________________________________________________________



              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________

to transfer this Note on the books of the Partnership. The agent may substitute
another to act for him.


________________________________________________________________________________


Date:

Your Signature: ________________________________________________________________

          (Sign exactly as your name appears on the face of this Note)


                                  Exhibit A-10
<PAGE>


                               SIGNATURE GUARANTEE

________________________________________________________________________________


                                         Signatures must be guaranteed by an
                                         "eligible guarantor institution"
                                         meeting the requirements of the
                                         Registrar, which requirements include
                                         membership or participation in the
                                         Security Transfer Agent Medallion
                                         Program ("STAMP") or such other
                                         "signature guarantee program" as may be
                                         determined by the Registrar in addition
                                         to, or in substitution for, STAMP, all
                                         in accordance with the Securities
                                         Exchange Act of 1934, as amended.


                                  Exhibit A-11
<PAGE>

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(4)


The following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been made:

<TABLE>
<CAPTION>

                                                                            Principal Amount         Signature of
                                 Amount of              Amount of          of this Global Note        authorized
                                decrease in            increase in           following such          signatory of
                             Principal Amount       Principal Amount          decrease (or          Trustee or Note
  Date of Exchange          of this Global Note    of this Global Note          increase)              Custodian
---------------------     ----------------------   --------------------    --------------------    ----------------
<S>                       <C>                      <C>                     <C>                     <C>

</TABLE>

------------------------------
(4) This should be included only if the Note is a Global Note.


                                  Exhibit A-12

<PAGE>


                     OPTION OF HOLDER TO ELECT PURCHASE(5)


If you want to elect to have this Note purchased by the Partnership pursuant to
Section 4.11 of the Indenture, check the box below:


                                        o


If you want to elect to have only part of the Note purchased by the Partnership
pursuant to Section 4.11 of the Indenture, state the amount you elect to have
purchased: $



                Date:

                Your Signature:_______________________________________________

                               (Sign exactly as your name appears on the Note)




                Social Security or Tax Identification No.:



                Signature Guarantee:




---------------------------------
(5) This should be included only if the Note is issued in certificated form.




                                  Exhibit A-13



<PAGE>
                                                                       EXHIBIT B
                        FORM OF CERTIFICATE OF TRANSFER

Northern Border Partners, L.P.
c/o Northern Plains Natural Gas Company
1111 South 103rd Street
Omaha, Nebraska 68124-1000
Telecopier No.: (402) 398-7780
Attention: Director of Finance

Bank One Trust Company, N.A.
as Trustee and Registrar
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois  60670-0126
Telecopier No.:  (312) 407-1708
Attention:  Corporate Trust Services Division

Re:      7.10% Senior Notes due 2011

Reference is hereby made to the Indenture, dated as of March 21, 2001 (the
"Indenture"), among Northern Border Partners, L.P., as issuer (the
"Partnership"), Northern Border Intermediate Limited Partnership, as guarantor,
and Bank One Trust Company, N.A., as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

The undersigned (the "Transferor") owns and proposes to transfer the Note[s] or
beneficial interest in such Note[s] specified in Annex A hereto, in the
principal amount of $__________ (the "Transfer"), to _______________ (the
"Transferee"), as further specified in Annex A hereto. In connection with the
Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         (1) o CHECK IF THE TRANSFER IS PURSUANT TO RULE 144A. The Transfer is
         being effected pursuant to and in accordance with Rule 144A under the
         United States Securities Act of 1933, as amended (the "Securities
         Act"), and, accordingly, the Transferor hereby further certifies that
         the beneficial interest is being transferred to a Person that the
         Transferor reasonably believed and believes is purchasing the
         beneficial interest for its own account, or for one or more accounts
         with respect to which such Person exercises sole investment discretion,
         and such Person and each such account is a "qualified institutional
         buyer" within the meaning of Rule 144A in a transaction meeting the
         requirements of Rule 144A and such Transfer is in compliance with any
         applicable blue sky securities laws of any state of the United States.
         Upon consummation of the proposed Transfer in accordance with the terms
         of the Indenture, the transferred beneficial interest or Note[s] will
         be subject to the restrictions on transfer enumerated in the Private
         Placement Legend printed on the Global Note and in the Indenture and
         the Securities Act.

                                  Exhibit B-1
<PAGE>


         (2) o CHECK IF THE TRANSFER IS PURSUANT TO REGULATION S. The Transfer
         is being effected pursuant to and in accordance with Rule 903 or Rule
         904 under the Securities Act and, accordingly, the Transferor hereby
         further certifies that (i) the Transfer is not being made to a person
         in the United States and (x) at the time the buy order was originated,
         the Transferee was outside the United States or such Transferor and any
         Person acting on its behalf reasonably believed and believes that the
         Transferee was outside the United States or (y) the transaction was
         executed in, on or through the facilities of a designated offshore
         securities market and neither such Transferor nor any Person acting on
         its behalf knows that the transaction was prearranged with a buyer in
         the United States, (ii) no directed selling efforts have been made in
         contravention of the requirements of Rule 903(b) or Rule 904(b) of
         Regulation S under the Securities Act, (iii) the transaction is not
         part of a plan or scheme to evade the registration requirements of the
         Securities Act and (iv) the transfer is not being made to a U.S. Person
         or for the account or benefit of a U.S. Person (other than an Initial
         Purchaser). Upon consummation of the proposed transfer in accordance
         with the terms of the Indenture, the transferred beneficial interest or
         Note[s] will be subject to the restrictions on Transfer enumerated in
         the Private Placement Legend printed on the Global Note and/or the
         Definitive Note and in the Indenture and the Securities Act.

         (3) o CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
         BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OR OF A RESTRICTED
         DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER
         THAN RULE 144A OR REGULATION S. The Transfer is being effected in
         compliance with the transfer restrictions applicable to beneficial
         interests in Restricted Global Notes and Restricted Definitive Notes
         and pursuant to and in accordance with the Securities Act and any
         applicable blue sky securities laws of any state of the United States,
         and accordingly the Transferor hereby further certifies that (check
         one):

                  (a) o such Transfer is being effected pursuant to and in
                  accordance with Rule 144 under the Securities Act;

                                       or

                  (b) o such Transfer is being effected to the Partnership or a
                  subsidiary thereof;

                                       or

                  (c) o such Transfer is being effected pursuant to an effective
                  registration statement under the Securities Act and in
                  compliance with the prospectus delivery requirements of the
                  Securities Act;

                                       or

                  (d) o such Transfer is being effected pursuant to an exemption
                  under the Securities Act other than Rule 144A, Rule 144 or
                  Rule 904 to a Person who is an Institutional Accredited
                  Investor and the Transferor further certifies that the
                  transfer complies with the transfer restrictions applicable to
                  the Restricted Global

                                  Exhibit B-2
<PAGE>


                  Notes or the Restricted Definitive Notes bearing the legend
                  set forth in Section 2.06(g) of the Indenture and the
                  requirements of the exemption claimed, which certification
                  is supported by (i) if such transfer is in respect of a
                  principal amount of Notes at the time of transfer of $250,000
                  or more, a certificate executed by the Transferee containing
                  certain representations and agreements relating to the
                  transfer (the form of which can be obtained from the Trustee),
                  or (ii) if such transfer is in respect of a principal amount
                  of Notes at the time of transfer of less than $250,000, (A)
                  the certificate referenced in clause (i) above and (B) an
                  Opinion of Counsel provided by the Transferor or the
                  Transferee (a copy of which the Transferor has attached to
                  this certification), to the effect that (1) such transfer is
                  in compliance with the Securities Act and (2) such transfer
                  complies with any applicable blue sky securities laws of any
                  state of the United States;

         (4) o CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

                  (a) o CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
                  Transfer is being effected pursuant to and in accordance with
                  Rule 144 under the Securities Act and in compliance with the
                  transfer restrictions contained in the Indenture and any
                  applicable blue sky securities laws of any state of the United
                  States and (ii) the restrictions on transfer contained in the
                  Indenture and the Private Placement Legend are not required in
                  order to maintain compliance with the Securities Act. Upon
                  consummation of the proposed Transfer in accordance with the
                  terms of the Indenture, the transferred beneficial interest or
                  Note[s] will no longer be subject to the restrictions on
                  transfer enumerated in the Private Placement Legend printed on
                  the Restricted Global Notes, on Restricted Definitive Notes
                  and in the Indenture.

                  (b) o CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
                  transfer is being effected pursuant to and in accordance with
                  Rule 903 or Rule 904 under the Securities Act and in
                  compliance with the transfer restrictions contained in the
                  Indenture and any applicable blue sky securities laws of any
                  state of the United States and (ii) the restrictions on
                  transfer contained in the Indenture and the Private Placement
                  Legend are not required in order to maintain compliance with
                  the Securities Act. Upon consummation of the proposed Transfer
                  in accordance with the terms of the Indenture, the transferred
                  beneficial interest or Note[s] will no longer be subject to
                  the restrictions on transfer enumerated in the Private
                  Placement Legend printed on the Restricted Global Notes, on
                  Restricted Definitive Notes and in the Indenture.

                  (c) o CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
                  The Transfer is being effected pursuant to and in compliance
                  with an exemption from the registration requirements of the
                  Securities Act other than Rule 144, Rule 903 or Rule 904 and
                  in compliance with the transfer restrictions contained in the
                  Indenture and any applicable blue sky securities laws of any
                  state of the United States and (ii) the restrictions on
                  transfer contained in the Indenture and the

                                   Exhibit B-3


<PAGE>

                  Private Placement Legend are not required in order to maintain
                  compliance with the Securities Act. Upon consummation of the
                  proposed Transfer in accordance with the terms of the
                  Indenture, the transferred beneficial interest or Note[s] will
                  not be subject to the restrictions on transfer enumerated in
                  the Private Placement Legend printed on the Restricted Global
                  Notes or Restricted Definitive Notes and in the Indenture.

                                   Exhibit B-4

<PAGE>


         This certificate and the statements contained herein are made for your
benefit and the benefit of the Partnership.

         _______________________________________________________________________
         [Insert Name of Transferor]

By:
    ____________________________________
    Name:
    Title:


Dated: _________________________________



                                  Exhibit B-5

<PAGE>


                       ANNEX A TO CERTIFICATE OF TRANSFER


The Transferor owns and proposes to transfer the following:  [CHECK ONE]

o a beneficial interest in the Global Note

o a Restricted Definitive Note.

After the Transfer the Transferee will hold:  [CHECK ONE]

o a beneficial interest in the:

         o Restricted Global Note; or

         o Unrestricted Global Note; or

o a Restricted Definitive Note; or

o an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

                                  Exhibit B-6


<PAGE>
                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE


Northern Border Partners, L.P.
c/o Northern Plains Natural Gas Company
1111 South 103rd Street
Omaha, Nebraska 68124-1000
Telecopier No.: (402) 398-7780
Attention: Director of Finance

Bank One Trust Company, N.A.
as Trustee and Registrar
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois  60670-0126
Telecopier No.:  (312) 407-1708
Attention:  Corporate Trust Services Division

Re:      7.10% Senior Notes due 2011

Reference is hereby made to the Indenture, dated as of March 21, 2001 (the
"Indenture"), among Northern Border Partners, L.P., as issuer (the
"Partnership"), Northern Border Intermediate Limited Partnership, as guarantor,
and Bank One Trust Company, N.A., as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the
Indenture.____________________, (the "Owner") owns and proposes to exchange the
Note[s] or beneficial interest in such Note[s] specified herein, in the
principal amount of $__________ (the "Exchange"). In connection with the
Transfer, the Owner hereby certifies that:

EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED
GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN
UNRESTRICTED GLOBAL NOTE

         (1) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
         GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
         connection with the Exchange of the Owner's beneficial interest in a
         Restricted Global Note for a beneficial interest in an Unrestricted
         Global Note in an equal principal amount, the Owner hereby certifies
         (i) the beneficial interest is being acquired for the Owner's own
         account without transfer, (ii) such Exchange has been effected in
         compliance with the transfer restrictions applicable to the Global
         Notes and pursuant to and in accordance with the United States
         Securities Act of 1933, as amended (the "Securities Act"), (iii) the
         restrictions on transfer contained in the Indenture and the Private
         Placement Legend are not required in order to maintain compliance with
         the Securities Act and (iv) the beneficial interest in an Unrestricted
         Global Note is being acquired in compliance with any applicable blue
         sky securities laws of any state of the United States.

         (2) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
         GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
         Exchange of the Owner's beneficial interest in a Restricted Global Note
         for an Unrestricted Definitive Note, the

                                  Exhibit C-1
<PAGE>

         Owner hereby certifies (i) the Definitive Note is being acquired for
         the Owner's own account without transfer, (ii) such Exchange has
         been effected in compliance with the transfer restrictions applicable
         to the Restricted Global Notes and pursuant to and in accordance with
         the Securities Act, (iii) the restrictions on transfer contained in the
         Indenture and the Private Placement Legend are not required in order to
         maintain compliance with the Securities Act and (iv) the Definitive
         Note is being acquired in compliance with any applicable blue sky
         securities laws of any state of the United States.

         (3) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
         BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with
         the Owner's Exchange of a Restricted Definitive Note for a beneficial
         interest in an Unrestricted Global Note, the Owner hereby certifies (i)
         the beneficial interest is being acquired for the Owner's own account
         without transfer, (ii) such Exchange has been effected in compliance
         with the transfer restrictions applicable to Restricted Definitive
         Notes and pursuant to and in accordance with the Securities Act, (iii)
         the restrictions on transfer contained in the Indenture and the Private
         Placement Legend are not required in order to maintain compliance with
         the Securities Act and (iv) the beneficial interest is being acquired
         in compliance with any applicable blue sky securities laws of any state
         of the United States.

         (4) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
         UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange
         of a Restricted Definitive Note for an Unrestricted Definitive Note,
         the Owner hereby certifies (i) the Unrestricted Definitive Note is
         being acquired for the Owner's own account without transfer, (ii) such
         Exchange has been effected in compliance with the transfer restrictions
         applicable to Restricted Definitive Notes and pursuant to and in
         accordance with the Securities Act, (iii) the restrictions on transfer
         contained in the Indenture and the Private Placement Legend are not
         required in order to maintain compliance with the Securities Act and
         (iv) the Unrestricted Definitive Note is being acquired in compliance
         with any applicable blue sky securities laws of any state of the United
         States.

EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED
GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES

         (5) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
         GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
         Exchange of the Owner's beneficial interest in a Restricted Global Note
         for a Restricted Definitive Note with an equal principal amount, the
         Owner hereby certifies that the Restricted Definitive Note is being
         acquired for the Owner's own account without transfer. Upon
         consummation of the proposed Exchange in accordance with the terms of
         the Indenture, the Restricted Definitive Note issued will continue to
         be subject to the restrictions on transfer enumerated in the Private
         Placement Legend printed on the Restricted Definitive Note and in the
         Indenture and the Securities Act.

         (6) o CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
         BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
         Exchange of the Owner's Restricted Definitive Note for a beneficial
         interest in the Global Note with an equal principal

                                  Exhibit C-2
<PAGE>

         amount, the Owner hereby certifies (i) the beneficial interest is being
         acquired for the Owner's own account without transfer and (ii) such
         Exchange has been effected in compliance with the transfer restrictions
         applicable to the Restricted Global Notes and pursuant to and in
         accordance with the Securities Act, and in compliance with any
         applicable blue sky securities laws of any state of the United States.
         Upon consummation of the proposed Exchange in accordance with the terms
         of the Indenture, the beneficial interest issued will be subject to the
         restrictions on transfer enumerated in the Private Placement Legend
         printed on the relevant Restricted Global Note and in the Indenture and
         the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Partnership.

                                      [Insert Name of Owner]

                                      By:  _____________________________________
                                           Name:
                                           Title:



Dated: _______________________


                                  Exhibit C-3