EXHIBIT 10.__

                                                           HAYNES AND BOONE, LLP
                                                                         6/26/00







                            364-DAY CREDIT AGREEMENT


                                      among


                         NORTHERN BORDER PARTNERS, L.P.,
                                    Borrower

                             BANK OF AMERICA, N.A.,
                              Administrative Agent

                                 SUNTRUST BANK,
                                Syndication Agent

                                       and

                                  BANK ONE, NA
                              Documentation Agent,

                                       and

                            THE LENDERS NAMED HEREIN,
                                     Lenders


                                   $75,000,000


                            DATED AS OF JUNE 28, 2000


                         BANC OF AMERICA SECURITIES LLC,
                         Lead Arranger and Book Manager


                                                          NBPLP CREDIT AGREEMENT


<PAGE>






                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
<S>               <C>                                                                                          <C>
SECTION 1         DEFINITIONS AND TERMS...........................................................................1
         1.1      Definitions.....................................................................................1
         1.2      Number and Gender of Words; Other References...................................................12
         1.3      Accounting Principles..........................................................................12

SECTION 2         BORROWING PROVISIONS...........................................................................12
         2.1      Facility.......................................................................................12
         2.2      Terminations, Reductions or Increases of Commitments...........................................12
         2.3      Increase in Commitments........................................................................13
         2.4      Borrowing Procedure............................................................................14
         2.5      Extension of Maturity Date.....................................................................15

SECTION 3         TERMS OF PAYMENT...............................................................................16
         3.1      Loan Accounts, Notes, and Payments.............................................................16
         3.2      Interest and Principal Payments................................................................16
         3.3      Prepayments....................................................................................17
         3.4      Interest Options...............................................................................18
         3.5      Quotation of Rates.............................................................................18
         3.6      Default Rate...................................................................................18
         3.7      Interest Recapture.............................................................................18
         3.8      Interest Calculations..........................................................................18
         3.9      Maximum Rate...................................................................................18
         3.10     Interest Periods...............................................................................19
         3.11     Conversions....................................................................................19
         3.12     Order of Application...........................................................................19
         3.13     Sharing of Payments, Etc.......................................................................20
         3.14     Offset.........................................................................................20
         3.15     Booking Borrowings.............................................................................20

SECTION 4         CHANGE IN CIRCUMSTANCES........................................................................21
         4.1      Increased Cost and Reduced Return..............................................................21
         4.2      Limitation on Types of Loans...................................................................22
         4.3      Illegality.....................................................................................22
         4.4      Treatment of Affected Loans....................................................................22
         4.5      Compensation...................................................................................23
         4.6      Taxes..........................................................................................23

SECTION 5         FEES...........................................................................................25
         5.1      Treatment of Fees..............................................................................25
         5.2      Fees of Administrative Agent and Arranger......................................................25
         5.3      Commitment Fees................................................................................25
         5.4      Utilization Fee................................................................................25

SECTION 6         GUARANTY.......................................................................................26
         6.1      Guaranty.......................................................................................26

SECTION 7         CONDITIONS PRECEDENT...........................................................................26
         7.1      Conditions Precedent to Closing................................................................26
         7.2      Conditions Precedent to Each Borrowing.........................................................26
</TABLE>


                                                          NBPLP CREDIT AGREEMENT

                                       (i)

<PAGE>



<TABLE>

<S>               <C>                                                                                           <C>
SECTION 8         REPRESENTATIONS AND WARRANTIES.................................................................26
         8.1      Purpose of Credit Facility.....................................................................26
         8.2      Existence, Good Standing, Authority, and Authorizations........................................26
         8.3      Subsidiaries...................................................................................27
         8.4      Authorization and No Contravention.............................................................27
         8.5      Binding Effect.................................................................................27
         8.6      Financial Statements...........................................................................27
         8.7      Litigation, Claims, Investigations.............................................................27
         8.8      Taxes..........................................................................................27
         8.9      Environmental Matters..........................................................................28
         8.10     Employee Benefit Plans.........................................................................28
         8.11     Properties; Liens..............................................................................28
         8.12     Government Regulations.........................................................................28
         8.13     Transactions with Affiliates...................................................................28
         8.14     Material Agreements............................................................................28
         8.15     Insurance......................................................................................28
         8.16     Compliance with Laws...........................................................................29
         8.17     Regulation U...................................................................................29
         8.18     Full Disclosure................................................................................29
         8.19     No Default.....................................................................................29

SECTION 9         AFFIRMATIVE COVENANTS..........................................................................29
         9.1      Use of Proceeds................................................................................29
         9.2      Books and Records..............................................................................29
         9.3      Items to be Furnished..........................................................................29
         9.4      Inspections....................................................................................30
         9.5      Taxes..........................................................................................30
         9.6      Payment of Obligations.........................................................................31
         9.7      Maintenance of Existence, Assets, and Business.................................................31
         9.8      Compliance with Laws, etc......................................................................31
         9.9      Insurance......................................................................................31
         9.10     Preservation and Protection of Rights..........................................................31
         9.11     Pari Passu Status..............................................................................31
         9.12     Maintenance of Tax Status......................................................................31

SECTION 10        NEGATIVE COVENANTS.............................................................................31
         10.1     Debt and Guaranties............................................................................32
         10.2     Liens..........................................................................................32
         10.3     Transactions with Affiliates...................................................................33
         10.4     Assignment.....................................................................................33
         10.5     Government Regulations.........................................................................33
         10.6     Mergers; Sale of Assets........................................................................33
         10.7     Loan and Investments...........................................................................34
         10.8     Distributions..................................................................................34
         10.9     Limitation on Business Activities..............................................................34
         10.10    Certain Amendments to Cash Distribution Policies and Partnership Agreements....................34
         10.11    Restrictive Agreements, etc....................................................................34
         10.12    Employee Benefit Plans.........................................................................34
         10.13    Capitalization Ratio...........................................................................34

SECTION 11        DEFAULT........................................................................................35
         11.1     Payment of Obligation..........................................................................35
</TABLE>

                                                          NBPLP CREDIT AGREEMENT

                                      (ii)

<PAGE>

<TABLE>

        <S>       <C>                                                                                            <C>
         11.2     Covenants......................................................................................35
         11.3     Debtor Relief..................................................................................35
         11.4     Judgments and Attachments......................................................................35
         11.5     Misrepresentation..............................................................................35
         11.6     Change of Control..............................................................................35
         11.7     Default Under Other Debt and Agreements........................................................35
         11.8     Employee Benefit Plans.........................................................................36
         11.9     Validity and Enforceability of Loan Documents..................................................36
         11.10    Environmental Liability........................................................................36
         11.11    Dissolution....................................................................................36

SECTION 12        RIGHTS AND REMEDIES............................................................................36
         12.1     Remedies Upon Default..........................................................................36
         12.2     Loan Party Waivers.............................................................................37
         12.3     Performance by Administrative Agent............................................................37
         12.4     Delegation of Duties and Rights................................................................37
         12.5     Not in Control.................................................................................37
         12.6     Course of Dealing..............................................................................38
         12.7     Cumulative Rights..............................................................................38
         12.8     Application of Proceeds........................................................................38
         12.9     Certain Proceedings............................................................................38
         12.10    Expenditures by Lenders........................................................................38
         12.11    INDEMNIFICATION................................................................................38

SECTION 13        AGREEMENT AMONG LENDERS........................................................................39
         13.1     Administrative Agent...........................................................................39
         13.2     Expenses.......................................................................................40
         13.3     Proportionate Absorption of Losses.............................................................40
         13.4     Delegation of Duties; Reliance.................................................................41
         13.5     Limitation of Liability........................................................................41
         13.6     Default........................................................................................42
         13.7     Limitation of Liability........................................................................42
         13.8     Relationship of Lenders........................................................................42
         13.9     Benefits of Agreement..........................................................................42
         13.10    Agents.........................................................................................43
         13.11    Obligations Several............................................................................43

SECTION 14        MISCELLANEOUS..................................................................................43
         14.1     Headings.......................................................................................43
         14.2     Nonbusiness Days...............................................................................43
         14.3     Communications.................................................................................43
         14.4     Form and Number of Documents...................................................................43
         14.5     Exceptions to Covenants........................................................................43
         14.6     Survival.......................................................................................44
         14.7     Governing Law..................................................................................44
         14.8     Invalid Provisions.............................................................................44
         14.9     Entirety.......................................................................................44
         14.10    Jurisdiction; Venue; Service of Process........................................................44
         14.11    Amendments, Consents, Conflicts, and Waivers...................................................45
         14.12    Multiple Counterparts..........................................................................45
         14.13    Successors and Assigns; Assignments and Participations.........................................45
         14.14    Confidentiality................................................................................48
         14.15    Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances....................48

</TABLE>

                                                          NBPLP CREDIT AGREEMENT

                                      (iii)

<PAGE>


<TABLE>
         <S>      <C>                                                                                            <C>

         14.16    No General Partners' Liability.................................................................48
</TABLE>


                                                          NBPLP CREDIT AGREEMENT




























                                      (iv)

<PAGE>

                             SCHEDULES AND EXHIBITS

<TABLE>
<S>                                 <C>     <C>
Schedule 2.1                        -       Lenders and Commitments
Schedule 7.1                        -       Conditions Precedent to Closing
Schedule 8.3                        -       Subsidiaries; Partnership Interests
Schedule 10.1                       -       Existing Debt
Schedule 13.3                       -       Address for Notices

Exhibit A                           -       Form of Note
Exhibit B-1                         -       Form of Borrowing Notice
Exhibit B-2                         -       Form of Conversion Notice
Exhibit C                           -       Form of Guaranty
Exhibit D                           -       Form of Compliance Certificate
Exhibit E                           -       Form of Assignment and Acceptance Agreement
Exhibit F-1                         -       Form of Opinion of Counsel of Borrower
Exhibit F-2                         -       Form of Opinion of General Counsel
Exhibit F-3                         -       Form of Opinion of Counsel of Pan Border
Exhibit F-4                         -       Form of Opinion of Counsel of Northwest Border
</TABLE>


                                                          NBPLP CREDIT AGREEMENT








                                      (v)
<PAGE>



                            364-DAY CREDIT AGREEMENT

         THIS CREDIT AGREEMENT is entered into as of June 28, 2000, among
NORTHERN BORDER PARTNERS, L.P., a Delaware limited partnership ("BORROWER"),
NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership
("INTERMEDIATE PARTNERSHIP"), Lenders (hereinafter defined), BANK OF AMERICA,
N.A., as Administrative Agent (hereinafter defined) for itself and the other
Lenders, SUNTRUST BANK, as Syndication Agent (hereinafter defined) and BANK ONE,
NA, as Documentation Agent (hereinafter defined).

                                    RECITALS

         A. Borrower has requested that Lenders extend credit to Borrower,
providing for a revolving loan in the aggregate principal amount of $75,000,000,
for repayment of existing indebtedness, working capital, capital expenditures,
permitted investments and other lawful purposes.

         B. Upon and subject to the terms and conditions of this Agreement,
Lenders are willing to extend such credit to Borrower.

         Accordingly, in consideration of the mutual covenants contained herein,
the parties agree as follows:

SECTION 1    DEFINITIONS AND TERMS.

         1.1 DEFINITIONS. As used herein:


         ACQUISITION means any transaction or series of related transactions for
the purpose of, or resulting in, directly or indirectly, (a) the acquisition by
a Person of all or substantially all of the assets of another Person or of any
business or division of another Person, (b) the acquisition by a Person of more
than 50% of any class of Voting Stock (or similar ownership interests) of any
other Person (provided that, formation or organization of any entity shall not
constitute an "Acquisition" to the extent that the amount of the loan, advance,
investment, or capital contribution in such entity constitutes a permitted
investment under SECTION 10.7); or (c) a merger, consolidation, amalgamation, or
other combination by any Person with another Person if a Loan Party is the
surviving entity; provided that, in any merger involving Borrower, Borrower must
be the surviving entity.

         ADMINISTRATIVE AGENT means Bank of America, N.A., and its permitted
successors or assigns as "Administrative Agent" for Lenders under the Loan
Documents.

         AFFILIATE of any Person means any other individual or entity who
directly or indirectly controls, or is controlled by, or is under common control
with, such Person, and, for purposes of this definition only, "control,"
"controlled by," and "under common control with" mean possession, directly or
indirectly, of the power to direct or cause the direction of management or
policies (whether through ownership of voting securities, by contract, or
otherwise).

         AGENTS means, collectively, Administrative Agent, Syndication Agent and
Documentation Agent.

         AGREEMENT means this Revolving Credit Agreement (as the same may
hereafter be amended, modified, supplemented, or restated from time to time).

         APPLICABLE LENDING OFFICE means, for each Lender and for each Type of
Borrowing, the "Lending Office" of such Lender (or an affiliate of such Lender)
designated on SCHEDULE 13.3 attached hereto or such other office that such
Lender (or an affiliate of such Lender) may from time to time specify to
Administrative Agent and Borrower by written notice in accordance with the terms
hereof.

                                                          NBPLP CREDIT AGREEMENT

                                       1
<PAGE>



         APPLICABLE AMOUNT AND APPLICABLE MARGIN means, on any date of
determination, with respect to Borrowings under the Facility and commitment fees
and utilization fees under the Facility the following annualized rates (stated
in terms of basis points ("bps")) that correspond to the ratings established by
both S&P and Moody's applicable to the Borrower's long-term senior unsecured
non-credit enhanced indebtedness for borrowed money ("INDEX DEBT") at such date
of determination:

<TABLE>
<CAPTION>


                                     APPLICABLE MARGIN
                             ---------------------------------
                              BASE RATE        EURODOLLAR RATE                             UNUSED
    SENIOR UNSECURED         BORROWINGS          BORROWINGS        UTILIZATION FEE       COMMITMENT
       DEBT RATING              (bps)               (bps)               (bps)             FEE (bps)
------------------------- ----------------- --------------------- ------------------ -------------------
<S>                       <C>               <C>                    <C>               <C>
Category 1
Greater than or                  0.0                50.0                 12.5               10.0
equal to A-/A3

Category 2                       0.0                62.5                 12.5               12.5
BBB+/Baa1

Category 3                       0.0                75.0                 12.5               15.0
BBB/Baa2

Category 4                       0.0                87.5                 12.5               20.0
BBB-/Baa3

Category 5                       0.0               112.5                 12.5               25.0
Less than BBB-
/Baa3

</TABLE>

For purposes of determining the Applicable Amount and the Applicable Margin,
with respect to the debt ratings criteria: (i) if neither Moody's nor S&P shall
have in effect a rating for Index Debt (other than by reason of the
circumstances referred to in the last sentence of this definition), then both
such rating agencies will be deemed to have established ratings for Index Debt
in Category 5; (ii) if either of Moody's or S&P shall fail to have in effect a
rating for Index Debt (other than by reason of the circumstances referred to in
the last sentence of this definition), then such rating agency shall be deemed
to have established a rating in Category 5; (iii) if the ratings established by
Moody's and S&P shall differ, the Applicable Amount and the Applicable Margin
shall be based on the higher of the two ratings unless one of the ratings is two
or more Categories lower than the other, in which case the Applicable Amount and
the Applicable Margin shall be determined by reference to the Category next
above that of the lower of the two ratings; and (iv) if any rating established
by Moody's or S&P shall be changed (other than as a result of a change in the
rating system of either Moody's or S&P), such change shall be effective as of
the date on which such change is first announced by the rating agency making
such change. If the rating system of either Moody's or S&P shall change, or if
either Moody's or S&P shall cease to be in the business of rating corporate debt
obligations, Borrower and the Lenders shall negotiate in good faith to amend
this definition to reflect such changed rating system or the unavailability of
ratings from such rating agency and pending the effectiveness of such amendment,
the Applicable Amount and the Applicable Margin shall be determined by reference
to the rating most recently in effect prior to such change or cessation.

         ARRANGER means Banc of America Securities LLC, and its successors and
assigns, in its capacity as lead arranger and book manager under the Loan
Documents.


                                                          NBPLP CREDIT AGREEMENT

                                        2

<PAGE>



         AUTHORIZATIONS means all filings, recordings, and registrations with,
and all validations or exemptions, approvals, orders, authorizations, consents,
franchises, licenses, certificates, and permits from, any Governmental
Authority.

         BANK OF AMERICA means Bank of America, N.A., in its individual capacity
as a Lender, and its successors and assigns.

         BASE RATE means, for any day, the rate per annum equal to the higher of
(a) the Federal Funds Rate for such day plus one-half of one percent (0.5%) and
(b) the Prime Rate for such day. Any change in the Base Rate due to a change in
the Prime Rate or the Federal Funds Rate shall be effective on the effective
date of such change in the Prime Rate or the Federal Funds Rate.

         BASE RATE BORROWING means a Borrowing bearing interest at the sum of
the Base Rate plus the Applicable Margin for Base Rate Borrowings.

         BORROWER is defined in the preamble to this Agreement.

         BORROWING means any amount disbursed (a) by one or more Lenders under
the Loan Documents, whether such amount constitutes an original disbursement of
funds, or the continuation or conversion of an amount outstanding, or (b) by any
Lender in accordance with, and to satisfy the obligations of any Loan Party
under, any Loan Document.

         BORROWING DATE is defined in SECTION 2.5(a).

         BORROWING NOTICE means a request for Borrowing made pursuant to SECTION
2.5(a), substantially in the form of EXHIBIT B-1.

         BUSINESS DAY means (a) for all purposes, any day other than Saturday,
Sunday, and any other day on which commercial banking institutions are required
or authorized by Law to be closed in Dallas, Texas, and (b) in addition to the
foregoing, in respect of any Eurodollar Rate Borrowing, a day on which dealings
in United States dollars are conducted in the London interbank market and
commercial banks are open for international business in London.

         CAPITAL LEASE means any capital lease or sublease which should be
capitalized on a balance sheet in accordance with GAAP.

         CAPITALIZATION means, the sum of Funded Debt plus partners' capital,
determined in accordance with GAAP.

         CAPITALIZATION RATIO means, at any date of determination thereof, (a)
the Funded Debt outstanding on such date to (b) Capitalization outstanding on
such date, each determined for Borrower and the Intermediate Partnership on a
consolidated basis without regard to any other Subsidiaries of either which
would otherwise be consolidated under the requirements of GAAP.

         CHANGE OF CONTROL means (i) the failure of Subsidiaries of Enron Corp.
and/or the Williams Companies to own, free and clear of all Liens, general
partnership interests in Borrower and the Intermediate Partnership such that the
aggregate voting rights of such Persons is greater than 50% of the outstanding
voting rights of all general partners of Borrower and the Intermediate
Partnership, or (ii) the failure of Borrower directly, or indirectly through
Intermediate Partnership, to own as a general partner, free and clear of all
Liens, at least 60% of the partnership interests in NBPC.


                                                          NBPLP CREDIT AGREEMENT

                                        3

<PAGE>



         CLOSING DATE means the date upon which this Agreement has been executed
by Borrower, Lenders, and Administrative Agent and all conditions precedent
specified in SECTION 7.1 have been satisfied or waived.

         CODE means the Internal Revenue Code of 1986, as amended, together with
the rules and regulations promulgated thereunder.

         COMMITMENT means, on any date of determination, the sum of all
Committed Sums then in effect for all Lenders in respect of the Facility.

         COMMITMENT PERCENTAGE means, at any date of determination, for any
Lender, the proportion (stated as a percentage) that its Committed Sum bears to
the aggregate Committed Sums of all Lenders.

         COMMITMENT USAGE means, at the time of any determination thereof, the
aggregate Principal Debt.

         COMMITTED SUM means for any Lender, with respect to the Facility, at
any date of determination occurring prior to the Termination Date for the
Facility, the amount stated beside such Lender's name on the most-recently
amended SCHEDULE 2.1 to this Agreement (which amount is subject to increase,
reduction, or cancellation in accordance with the Loan Documents).

         COMMON UNIT means units representing limited partnership interests in
Borrower offered for sale to the public.

         COMPLIANCE CERTIFICATE means a certificate signed by a Responsible
Officer, substantially in the form of EXHIBIT D.

         CONSEQUENTIAL LOSS means any loss or expense which any Lender may
reasonably incur in respect of a Eurodollar Rate Borrowing as a consequence of
any event described in SECTION 4.5.

         CONVERSION NOTICE means a request pursuant to SECTION 3.11,
substantially in the form of EXHIBIT B-2.

         CURRENT FINANCIALS means, at the time of any determination thereof, the
more recently delivered to Lenders of either (a) the Financial Statements of the
type described in SECTIONS 9.3(b) and 9.3(C) for the fiscal year ended December
31, 1999, or (b) the most recent Financial Statements required to be delivered
under SECTIONS 9.3(b) and 9.3(C).

         DEBT means (without duplication), for any Person, the sum of the
following: (a) all liabilities, obligations, and indebtedness of such Person
which in accordance with GAAP should be classified upon such Person's balance
sheet as liabilities in respect of (i) money borrowed, including, without
limitation, the Principal Debt, (ii) obligations of such Person under Capital
Leases, and (iii) obligations of such Person issued or assumed as the deferred
purchase price of property, all conditional sale obligations, and obligations
under any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business); (b) the face amount of all letters
of credit and banker's acceptances issued for the account of such Person, and
without duplication, all drafts drawn and unpaid thereunder; (c) any liability
with respect to obligations to deliver goods or services in consideration of
advance payments therefor, including any liability with respect to payments
received in consideration of oil, gas, or other minerals yet to be acquired or
produced at the time of payment (such as obligations under contracts to deliver
oil or gas in return for payments already received and production payments
created by such Person or for the creation of which such Person directly or
indirectly received payment); (d) all obligations of the type referred to in
CLAUSES (a) through (c) preceding of other Persons for the payment of which such
Person is responsible or liable as obligor, guarantor, or otherwise; and (e) all
obligations of the type referred to in CLAUSES (a) through (d) preceding of
other Persons secured by any Lien on any property or asset of such Person
whether or not such

                                                          NBPLP CREDIT AGREEMENT

                                        4

<PAGE>



obligation is assumed by such Person (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 (e) does not materially impair the use of
the property), and, the amount of such obligation being deemed to be the lesser
of the value of such property or assets or the amount of the obligation so
secured. The Debt of any Person shall include the Debt of any other Person
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Debt provide that such Person is not liable therefor.

         DEBTOR RELIEF LAWS means the Bankruptcy Code of the United States of
America and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, fraudulent
transfer or conveyance, suspension of payments, or similar Laws from time to
time in effect affecting the Rights of creditors generally.

         DEFAULT is defined in SECTION 11.

         DEFAULT RATE means an interest rate equal to the lesser of (a) Base
Rate plus the Applicable Margin, if any, applicable to Base Rate Borrowings plus
2% per annum and (b) the Maximum Rate; provided, however, that with respect to a
Eurodollar Rate Borrowing, the Default Rate shall be an interest rate equal to
the lesser of (x) the interest rate (including any Applicable Margin) otherwise
applicable to such Borrowing plus 2% per annum, and (y) the Maximum Rate.

         DERIVATIVE TRANSACTION means (a) any rate, basis, commodity, currency,
debt or equity swap, (b) any cap, collar or floor agreement, (c) any rate,
basis, commodity, currency, debt or equity exchange or forward agreement, (d)
any rate, basis, commodity, currency, debt or equity option, (e) any other
similar agreement, (f) any option to enter into any of the foregoing, (g) any
master agreement or other agreement providing for any of the foregoing and (h)
any combination of any of the foregoing.

         DETERMINATION DATE means each of June 26, 2001 and June 25, 2002.

         DISTRIBUTION for any Person means, with respect to any shares of any
capital stock or other equity securities issued by such Person, (a) the
retirement, redemption, purchase, or other acquisition for value of any such
securities, (b) the declaration or payment of any dividend on or with respect to
any such securities, and (c) any other payment by such Person with respect to
such securities.

         DOCUMENTATION AGENT means Bank One, NA and its respective permitted
successors and assigns as "Documentation Agent" under the Loan Documents.

         DOLLARS and the symbol $ means lawful money of the United States of
America.

         ELIGIBLE ASSIGNEE means a Lender or any other Person approved by
Administrative Agent (which approval will not be unreasonably withheld or
delayed by Administrative Agent) and, unless a Default or Potential Default has
occurred and is continuing at the time any assignment is effected in accordance
with SECTION 14.13, Borrower, such approval not to be unreasonably withheld or
delayed by Borrower and such approval to be deemed given by Borrower if no
objection is received by the assigning Lender and Administrative Agent from
Borrower within five Business Days after notice of such proposed assignment has
been provided by the assigning Lender to Borrower; provided, however, that
neither Borrower nor any Affiliate of Borrower shall qualify as an Eligible
Assignee.


                                                          NBPLP CREDIT AGREEMENT

                                        5

<PAGE>



         EMPLOYEE PLAN means an employee pension benefit plan covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code and established or maintained by any Loan Party, Subsidiary thereof, or
ERISA Affiliate, but not including any Multiemployer Plan.

         ENVIRONMENTAL LAW means any applicable Law that relates to (a) the
condition or protection of air, groundwater, surface water, soil, or other
environmental media, (b) the environment, including natural resources or any
activity which affects the environment, (c) the regulation of any pollutants,
contaminants, wastes, substances, and Hazardous Substances, or (d) the Release
or threatened Release of Hazardous Substances.

         ENVIRONMENTAL LIABILITY means any obligation, liability (including,
without limitation, any strict liability), loss, fine, penalty, charge, Lien,
damage, cost, or expense of any kind to the extent that it results (a) from any
violation of or any obligation or liability under any Environmental Law, (b)
from the presence, Release, or threatened Release of any Hazardous Substance, or
(c) from actual or threatened damages to natural resources.

         ERISA means the Employee Retirement Income Security Act of 1974, as
amended, and the regulations and rulings thereunder.

         ERISA AFFILIATE means any company or trade or business (whether or not
incorporated) which, for purposes of Title IV of ERISA, is, or has been within
the past six years, a member of any Loan Party's controlled group or which is,
or has been within the past six years, under common control with any Loan Party
within the meaning of Section 414(b), (c), (m), or (o) of the Code.

         ERISA EVENT means any of the following: (a) the occurrence of a
Reportable Event; (b) the application for a minimum funding waiver with respect
to an Employee Plan, or becoming obligated to file with the PBGC a notice of
failure to make a required payment with respect to any Employee Plan; (c) the
provision by the administrator of any Employee Plan of a notice of intent to
terminate such Employee Plan; (d) the withdrawal by any Loan Party, Subsidiary
thereof, or ERISA Affiliate, in whole or in part, from a Multiemployer Plan; (e)
the occurrence of any condition (under ERISA, the Code, or otherwise) for the
imposition of a Lien in favor of the PBGC on the assets of any Loan Party,
Subsidiary thereof, or ERISA Affiliate; (f) the adoption of an amendment to an
Employee Plan requiring the provision of security to such Employee Plan; (g)
institution by the PBGC of proceedings to terminate or impose liability in
respect of (other than premiums under Section 4007 of ERISA), any Employee Plan,
or the occurrence of any event or condition that constitutes grounds for
termination of, or the appointment of a trustee to administer, any Employee
Plan; (h) institution by the sponsor of a Multiemployer Plan of proceedings to
terminate or reorganize such Multiemployer Plan, or to impose withdrawal
liability on any Loan Party, Subsidiary thereof, or ERISA Affiliate with respect
to such Multiemployer Plan; (i) the cessation of operations at a facility of any
Loan Party, Subsidiary thereof, or ERISA Affiliate in the circumstances
described in Section 4062(e) of ERISA; or (j) any Loan Party, Subsidiary
thereof, or ERISA Affiliate has engaged in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code).

         EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Dow Jones Markets Page 3750 (or any
successor page) as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period. If for
any reason such rate is not available, the term "Eurodollar Rate" shall mean,
for any Eurodollar Rate Borrowing for any Interest Period therefor, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Reuters Screen LIBO Page as the London interbank offered rate for deposits in
Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period for a term comparable to such Interest Period;
provided, however, if more than one rate is specified on Reuters Screen LIBO
Page, the applicable rate shall be the arithmetic mean of all such rates
(rounded upwards, if necessary, to the nearest 1/100 of 1%).

                                                          NBPLP CREDIT AGREEMENT

                                        6

<PAGE>




         EURODOLLAR RATE BORROWING means a Borrowing bearing interest at the sum
of the Eurodollar Rate plus the Applicable Margin for Eurodollar Rate
Borrowings.

         EXISTING CREDIT AGREEMENTS means (a) that certain Credit Agreement
dated as of November 6, 1997 among Borrower, Canadian Imperial Bank of Commerce
as administrative agent and the lenders therein named, and (b) that certain
Credit Agreement dated as of December 15, 1999 among Borrower, SunTrust Bank,
Atlanta, as administrative agent and the lenders therein named.

         EXHIBIT means an exhibit to this Agreement unless otherwise specified.

         FACILITY means the credit facility as described in and subject to the
limitations set forth in SECTION 2.1 hereof.

         FEDERAL FUNDS RATE means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) determined (which
determination shall be conclusive and binding, absent manifest error) by
Administrative Agent to be equal to the weighted average of the rates on
overnight Federal funds transactions with member banks of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank of New York on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding Business
Day as so published on the next succeeding Business Day, and (b) if no such rate
is so published on such next succeeding Business Day, the Federal Funds Rate for
such day shall be the average rate charged to Administrative Agent (in its
individual capacity) on such day on such transactions as determined by
Administrative Agent (which determination shall be conclusive and binding,
absent manifest error).

         FINANCIAL STATEMENTS is defined in SECTION 9.3(a).

         FUNDED DEBT means (without duplication), for any Person, the sum of the
following: (a) all liabilities, obligations, and indebtedness of such Person
which in accordance with GAAP should be classified upon such Person's balance
sheet as liabilities in respect of (i) money borrowed, including, without
limitation, the Principal Debt, (ii) obligations of such Person under Capital
Leases, and (iii) obligations of such Person issued or assumed as the deferred
purchase price of property, all conditional sale obligations, and obligations
under any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business); (b) all reimbursement obligations
with respect to letters of credit, banker's acceptances, surety bonds and
similar instruments; (c) any liability with respect to obligations to deliver
goods or services in consideration of advance payments therefor, including any
liability with respect to payments received in consideration of oil, gas, or
other minerals yet to be acquired or produced at the time of payment (such as
obligations under contracts to deliver oil or gas in return for payments already
received and production payments created by such Person or for the creation of
which such Person directly or indirectly received payment); (d) all obligations
of the type referred to in CLAUSES (a) through (c) preceding of other Persons
for the payment of which such Person is responsible or liable as obligor,
guarantor, or otherwise; and (e) all obligations of the type referred to in
CLAUSES (a) through (d) preceding of other Persons secured by any Lien on any
property or asset of such Person whether or not such obligation is assumed by
such Person (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 (e) does not materially impair the use of the property), and the
amount of such obligation being deemed to be the lesser of the value of such
property or assets or the amount of the obligation so secured. The Funded Debt
of any Person shall include the Funded Debt of any other Person (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result


                                                          NBPLP CREDIT AGREEMENT

                                        7

<PAGE>



of such Person's ownership interest in or other relationship with such entity,
except to the extent the terms of such Funded Debt provide that such Person is
not liable therefor.

         GAAP means generally accepted accounting principles of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
the Financial Accounting Standards Board which are applicable from time to time.

         GENERAL PARTNER means any of Northern Plains, Pan Border, Northwest
Border, any other general partner of Borrower and each of their successors and
assigns in such capacity.

         GOVERNMENTAL AUTHORITY means any (a) local, state, municipal, or
federal judicial, executive, or legislative instrumentality, (b) private
arbitration board or panel, or (c) central bank.

         GUARANTOR means Intermediate Partnership.

         GUARANTY means (a) a Guaranty in substantially the form and upon the
terms of EXHIBIT C, executed and delivered by any Person pursuant to the
requirements of the Loan Documents; and (b) any amendments, modifications,
supplements, restatements, ratifications, or reaffirmations of any Guaranty made
in accordance with the Loan Documents.

         HAZARDOUS SUBSTANCE means (a) any substance that is designated,
defined, or classified as a hazardous waste, hazardous material, pollutant,
contaminant, or toxic or hazardous substance, or that is otherwise regulated,
under any Environmental Law, including without limitation, any hazardous
substance within the meaning of Section 101(14) of CERCLA, (b) petroleum, oil,
gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel,
and other petroleum hydrocarbons, (c) asbestos and asbestos-containing materials
in any form, (d) polychlorinated biphenyls, or (e) urea formaldehyde foam.

         INTEREST PERIOD is determined in accordance with SECTION 3.10.

         INTERMEDIATE PARTNERSHIP is defined in the recitals to this Agreement.

         INTERMEDIATE PARTNERSHIP AGREEMENT means that certain Amended and
Restated Agreement of Limited Partnership of Northern Border Intermediate
Limited Partnership dated as of October 1, 1993 as the same may have been or may
hereafter be amended, supplemented, restated or otherwise modified from time to
time.

         LAWS means all applicable statutes, laws, treaties, ordinances, tariff
requirements, rules, regulations, orders, writs, injunctions, decrees,
judgments, opinions, or interpretations of any Governmental Authority.

         LENDERS means, on any date, the financial institutions named on
SCHEDULE 2.1 (as the same may be amended from time to time by Administrative
Agent to reflect the assignments made in accordance with SECTION 14.13(b) of
this Agreement), and subject to the terms and conditions of this Agreement, and
their respective successors and assigns (but not any Participant who is not
otherwise a party to this Agreement).

         LIEN means any lien, mortgage, security interest, pledge, assignment,
charge, title retention agreement, encumbrance of any kind, Right or arrangement
with or for the benefit of any creditor (other than under or relating to
subordination or other intercreditor arrangements) to have its claim satisfied
out of any property or assets, or the proceeds therefrom, prior to the general
creditors of the owner thereof.

         LIMITED PARTNERSHIP UNITS means Common Units and any other units
representing a limited partner's interest in Borrower.

         LITIGATION means any action by or before any Governmental Authority.


                                                          NBPLP CREDIT AGREEMENT

                                        8

<PAGE>


         LOAN DOCUMENTS means (a) this Agreement, the Notes, and each Guaranty,
(b) all agreements, documents, or instruments in favor of Agents or Lenders now
or hereafter delivered pursuant to this Agreement or otherwise delivered in
connection with all or any part of the Obligation, and (c) any and all future
renewals, extensions, restatements, reaffirmations, or amendments of, or
supplements to, all or any part of the foregoing.

         LOAN PARTIES means, on any date of determination, Borrower and all
Guarantors.

         MATERIAL ADVERSE EVENT means any set of one or more circumstances or
events which, individually or collectively, result in any (a) material
impairment of the ability of any Loan Party to perform any of its payment or
other material obligations under the Loan Documents or the ability of
Administrative Agent or any Lender to enforce any such obligations or any of
their respective Rights under the Loan Documents, (b) material and adverse
effect on the business, properties, condition (financial or otherwise), or
results of operations of any Loan Party, NBPC, or any Loan Party and its
Subsidiaries taken as a whole, or (c) a Default or Potential Default.

         MATERIAL SUBSIDIARY means any Subsidiary the assets of which comprised
more than 5% of consolidated assets of Borrower and its Subsidiaries at the end
of the fiscal year of Borrower immediately prior to the date of determination,
or the gross revenue of which for any of the three fiscal years of Borrower
immediately prior to the date of determination comprised more than 5% of
consolidated gross revenue, all as determined by reference to the applicable
financial statements of such Subsidiary and Borrower.

         MAXIMUM AMOUNT and MAXIMUM RATE respectively mean, for each Lender, the
maximum non-usurious amount and the maximum non-usurious rate of interest
which, under applicable Law, such Lender is permitted to contract for, charge,
take, reserve, or receive on the Obligation.

         MOODY'S means Moody's Investor Service, Inc. or any successor thereto.

         MULTIEMPLOYER PLAN means a multiemployer plan as defined in Sections
3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code to which Borrower or
any of its Subsidiaries, or any ERISA Affiliate of Borrower or any of its
Subsidiaries is making, has made, is accruing, or has accrued, an obligation to
make contributions or has, within any of the preceding five plan years, made or
accrued an obligation to make contributions.

         MULTI-YEAR REVOLVING AGREEMENT means that certain Revolving Credit
Agreement dated of even date herewith among Borrower, Intermediate Partnership,
Administrative Agent and Lenders.

         NBPC means Northern Border Pipeline Company, a Texas general
partnership.

         NBPC CAPITALIZATION RATIO means the ratio calculated in accordance with
SECTION 6.3 of the Credit Agreement dated June 16, 1997 among NBPC, First
National Bank of Chicago, as Agent, and the Lenders therein defined, as in
effect on the date hereof, without regard to whether said Credit Agreement is
amended or ceases to be in effect after the date hereof.

         NORTHERN BORDER PARTNERSHIP AGREEMENT means that certain General
Partnership Agreement relating to the formation of NBPC effective as of March 9,
1978 as heretofore amended, modified and supplemented and as such agreement may
hereafter from time to time be further amended, modified or supplemented.

         NORTHERN PLAINS means Northern Plains Natural Gas Company, a Delaware
corporation.

         NORTHWEST BORDER means Northwest Border Pipeline Company, a Delaware
corporation.

                                                       NBPLP CREDIT AGREEMENT

                                        9

<PAGE>



         NOTE means a promissory note substantially in the form of EXHIBIT A,
and all renewals and extensions of all or any part thereof.

         OBLIGATION means all present and future indebtedness, liabilities, and
obligations, and all renewals and extensions thereof, or any part thereof, now
or hereafter owed to Administrative Agent, any other Agent, any Lender, or any
Affiliate of any Lender by any Loan Party or any Subsidiary thereof arising
from, by virtue of, or pursuant to any Loan Document, together with all interest
accruing thereon, fees, costs, and expenses (including, without limitation, all
attorneys' fees and expenses incurred in the enforcement or collection thereof)
payable under the Loan Documents.

         PAN BORDER means Pan Border Gas Company, a Delaware corporation.

         PARTICIPANT is defined in SECTION 14.13(e).

         PARTNERSHIP AGREEMENT means the Amended and Restated Agreement of
Limited Partnership of Northern Border Partners, L.P., dated as of October 1,
1993 as the same may have been or may hereafter be amended, supplemented,
restated or otherwise modified from time to time.

         PBGC means the Pension Benefit Guaranty Corporation, or any successor
thereof, established pursuant to ERISA.

         PERMITTED LIENS means Liens permitted under SECTION 10.2 as described
in such Section.

         PERSON means any individual, entity, or Governmental Authority.

         POTENTIAL DEFAULT means the occurrence of any event or existence of any
circumstance which, with the giving of notice or lapse of time or both, would
become a Default.

         PRIME RATE means the per annum rate of interest established from time
to time by Bank of America, N.A., as its prime rate, which rate may or may not
be the lowest rate of interest charged by Bank of America, N.A. to its
customers.

         PRINCIPAL DEBT means, on any date of determination, the aggregate
unpaid principal balance of all Borrowings under the Facility.

         PRO RATA or PRO RATA PART, for each Lender, means on any date of
determination (a) for purposes of sharing any amount or fee payable to any
Lender in respect of the Facility the proportion which the portion of the
Principal Debt for the Facility owed to such Lender bears to the Principal Debt
under the Facility owed to all Lenders at the time in question, and (b) for all
other purposes, the proportion which the portion of the Principal Debt owed to
such Lender bears to the Principal Debt owed to all Lenders at the time in
question, or if no Principal Debt is outstanding, then the proportion that the
aggregate of such Lender's Committed Sum then in effect under the Facility bears
to the Commitment then in effect.

         REGISTER is defined in SECTION 14.13(c).

         REGULATION T means Regulation T of the Board of Governors of the
Federal Reserve System, as amended.

         REGULATION U means Regulation U of the Board of Governors of the
Federal Reserve System, as amended.

         REGULATION X means Regulation X of the Board of Governors of the
Federal Reserve System, as amended.

                                                          NBPLP CREDIT AGREEMENT

                                       10

<PAGE>




         RELEASE means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposal,
deposit, dispersal, migrating, or other movement into the air, ground, or
surface water, or soil.

         REPORTABLE EVENT shall have the meaning specified in Section 4043 of
ERISA or the regulations issued thereunder in connection with an Employee Plan,
excluding events for which the notice requirement is waived under applicable
PBGC regulations other than those events described in sections 4043.21, 4043.24,
and 4043.28 of such regulations, including each such provision as it may
subsequently be renumbered.

         REPORTING ENTITIES is defined in SECTION 8.6.

         REPRESENTATIVES means representatives, officers, directors, employees,
attorneys, and agents.

         REQUIRED LENDERS means (a) on any date of determination on and after
the Closing Date and prior to the date of the initial Borrowing Date under the
Loan Documents, those Lenders holding 51% or more of the Commitment; (b) on any
date of determination on and after the date of the initial Borrowing Date under
the Loan Documents and prior to the Termination Date for the Facility, those
Lenders holding 51% of the Commitment; and (c) on any date of determination on
or after the Termination Date for the Facility, those Lenders holding 51% or
more of the Principal Debt.

         RESPONSIBLE OFFICER means the chief executive officer, chief financial
officer, senior vice president, or treasurer of Borrower, or, for all purposes
under the Loan Documents, any other officer designated from time to time by the
Partnership Policy Committee of Borrower, which designated officer is acceptable
to Administrative Agent.

         REVOLVING TERMINATION DATE means, the earlier of (i) June 26, 2001 (or
such later date as may be established pursuant to SECTION 2.5), and (ii) the
effective date of any other termination, cancellation, or acceleration of all
commitments to lend under the Facility.

         RIGHTS means rights, remedies, powers, privileges, and benefits.

         ROLLING PERIOD means, on any date of determination, the most recent
four fiscal quarters ended on March 31, June 30, September 30, or December 31
(as the case may be).

         S&P means Standard and Poor's Rating Group (a division of McGraw-Hill,
Inc.).

         SCHEDULE means, unless specified otherwise, a schedule attached to this
Agreement, as the same may be supplemented and modified from time to time in
accordance with the terms of the Loan Documents.

         SUBSIDIARY of any Person means (a) any entity of which an aggregate of
more than 50% (in number of votes) of the stock is owned of record or
beneficially, directly or indirectly, by such Person, or (b) any partnership
(limited or general) of which such Person shall, directly or indirectly, at any
time be the controlling general partner determined in accordance with GAAP or
own fifty percent (50%) or more of the issued and outstanding partnership
interests.

         TAXES means, for any Person, taxes, assessments, or other governmental
charges or levies imposed upon such Person, its income, or any of its
properties, franchises, or assets.

         TERMINATION DATE means the earlier of (i) the Revolving Termination
Date (or such later date as may be established pursuant to SECTION 3.2(b)), and
(ii) the effective date of any other termination, cancellation, or acceleration
of all commitments to lend under the Facility.

                                                          NBPLP CREDIT AGREEMENT

                                       11

<PAGE>



         TYPE means any type of Borrowing determined with respect to the
interest option applicable thereto.

         VOTING STOCK means securities (as such term is defined in Section 2(1)
of the Securities Act of 1933, as amended) of any class or classes, the holders
of which are ordinarily, in the absence of contingencies, entitled to elect a
majority of the corporate directors (or Persons performing similar functions).

         1.2 NUMBER AND GENDER OF WORDS; OTHER REFERENCES. Unless otherwise
specified in the Loan Documents, (a) where appropriate, the singular includes
the plural and vice versa, and words of any gender include each other gender,
(b) heading and caption references may not be construed in interpreting
provisions, (c) monetary references are to currency of the United States of
America, (d) section, paragraph, annex, schedule, exhibit, and similar
references are to the particular Loan Document in which they are used, (e)
references to "telecopy," "facsimile," "fax," or similar terms are to facsimile
or telecopy transmissions, (f) references to "including" mean including without
limiting the generality of any description preceding that word, (g) the rule of
construction that references to general items that follow references to specific
items are limited to the same type or character of those specific items is not
applicable in the Loan Documents, (h) references to any Person include that
Person's heirs, personal representatives, successors, trustees, receivers, and
permitted assigns, (i) references to any Law include every amendment or
supplement to it, rule and regulation adopted under it, and successor or
replacement for it, and (j) references to any Loan Document or other document
include every renewal and extension of it, amendment and supplement to it, and
restatement, replacement or substitution for it.

         1.3 ACCOUNTING PRINCIPLES. All accounting and financial terms used in
the Loan Documents and the compliance with each financial covenant therein shall
be determined in accordance with GAAP, and, all accounting principles shall be
applied on a consistent basis so that the accounting principles in a current
period are comparable in all material respects to those applied during the
preceding comparable period.

SECTION 2    BORROWING PROVISIONS.

         2.1 FACILITY. Each Lender severally, but not jointly, agrees to lend to
Borrower such Lender's Commitment Percentage of one or more Borrowings under the
Facility not to exceed such Lender's Committed Sum under the Facility, which
Borrowings may be repaid and reborrowed from time to time in accordance with the
terms and provisions of the Loan Documents; provided that, (a) each such
Borrowing must occur on a Business Day and no later than the Business Day
immediately preceding the Revolving Termination Date for the Facility; (b) each
such Borrowing shall be in an amount not less than $5,000,000 or a greater
integral multiple of $1,000,000; (c) on any date of determination, the
Commitment Usage shall never exceed the Commitment; and (d) amounts repaid on or
after the Revolving Termination Date may not be reborrowed.

         2.2 TERMINATIONS, REDUCTIONS OR INCREASES OF COMMITMENTS.

                  (a) Voluntary Commitment Reduction. Without premium or
         penalty, and upon giving not less than three Business Days prior
         written and irrevocable notice to Administrative Agent, Borrower may
         terminate in whole or in part the unused portion of the Commitment,
         provided that: (i) each partial termination of the Commitment shall be
         in an amount of not less than $5,000,000 or a greater integral multiple
         of $1,000,000; and (ii) on any date of determination, the amount of the
         Commitment may not be reduced below the Commitment Usage. At the time
         of any commitment termination under this SECTION 2.2, Borrower shall
         pay to Administrative Agent, for the account of each Lender any amounts
         that may then be due under SECTION 3.3(c), all accrued and unpaid fees
         then due and payable under this Agreement, the interest attributable to
         the amount of that reduction, and any related Consequential Loss. Any
         part of the Commitment that is terminated may not be reinstated.

                                                          NBPLP CREDIT AGREEMENT

                                       12

<PAGE>



                  (b) Revolving Termination Date Effect. Effective immediately
         upon the Revolving Termination Date, the Commitment shall be equal to
         the amount of Principal Debt then outstanding, provided however, that
         any amount repaid after the Revolving Termination Date may not be
         reborrowed.

                  (c) Ratable Allocation of Commitment Reductions. Each
         reduction of the Commitment under this SECTION 2.2 shall be allocated
         among the Lenders in accordance with their respective Commitment
         Percentages under the Facility.

         2.3 INCREASE IN COMMITMENTS.

                  (a) Prior to the Revolving Termination Date, Borrower may, by
         written notice to the Administrative Agent (which shall promptly
         deliver a copy of each to the Lenders), request that the Commitment be
         increased by an amount not less than $10,000,000 for any such increase;
         provided (i) that such request for increase may be given only once
         during the term hereof and (ii) that after giving effect to any such
         increase the sum of the Commitment and the commitments under the Multi-
         Year Revolving Agreement shall not exceed $200,000,000 minus any amount
         by which the Commitment and the commitments under the Multi-Year
         Revolving Agreement shall have been reduced pursuant to SECTION 2.2 and
         SECTION 2.3 of the Multi-Year Revolving Agreement. Such notice shall
         set forth the amount of the requested increase in the Commitment and
         the date on which such increase is requested to become effective (which
         shall be not less than 45 days or more than 60 days after the date of
         such notice), and at Borrower's option, may offer to one or more
         existing Lenders and/or other banks or financial institutions (any such
         Lender or other bank or other financial institution referred to in this
         clause (a) being called an "AUGMENTING LENDER") the opportunity to
         extend credit hereunder or increase their existing Committed Sums in an
         aggregate amount equal to the proposed increase; provided that no
         Lender shall be obligated to agree to increase its Committed Sum; and
         provided further that each Augmenting Lender, if not already a Lender
         hereunder, shall be subject to the approval of the Administrative Agent
         (which approval shall not be unreasonably withheld) and the Borrower
         and each Augmenting Lender shall execute all such documentation as the
         Administrative Agent shall reasonably specify to evidence its
         Commitment Percentage and status as a Lender hereunder. Any increase in
         the Commitment may be made in an amount which is less than the increase
         requested by Borrower if Borrower is unable to arrange for Augmenting
         Lenders with sufficient Committed Sums.

                  (b) On the effective date (the "INCREASE EFFECTIVE DATE") of
         any increase in the Commitment pursuant to this SECTION 2.3 (the
         "COMMITMENT INCREASE"), (i) the aggregate principal amount of the
         Borrowings outstanding (the "INITIAL LOANS") immediately prior to
         giving effect to the Commitment Increase on the Increase Effective Date
         shall be deemed to be paid, (ii) each Augmenting Lender that shall have
         been a Lender prior to the Commitment Increase shall pay to the
         Administrative Agent in same day funds an amount equal to the
         difference between (A) the product of (1) such Lender's Commitment
         Percentage (calculated after giving effect to the Commitment Increase)
         multiplied by (2) the amount of the Subsequent Borrowings (as
         hereinafter defined) and (B) the product of (1) such Lender's
         Commitment Percentage (calculated without giving effect to the
         Commitment Increase) multiplied by (2) the amount of the Initial Loans,
         (iii) each Augmenting Lender that shall not have been a Lender prior to
         the Commitment Increase shall pay to Administrative Agent in same day
         funds an amount equal to the product of (1) such Augmenting Lender's
         Commitment Percentage (calculated after giving effect to the Commitment
         Increase) multiplied by (2) the amount of the Subsequent Borrowings,
         and (iv) after the Administrative Agent receives the funds specified in
         clauses (ii) and (iii) above, the Administrative Agent shall pay to
         each Lender whose Committed Sum is not being increased (a
         "NON-INCREASING LENDER") the portion of such funds that is equal to the
         difference between (A) the product of (1) such Non-Increasing Lender's
         Commitment Percentage (calculated without giving effect to the
         Commitment Increase) multiplied by (2) the amount of the Initial Loans,
         and (B) the product of (1) such Non-Increasing

                                                          NBPLP CREDIT AGREEMENT

                                       13

<PAGE>



         Lender's Commitment Percentage (calculated after giving effect to the
         Commitment Increase) multiplied by (2) the amount of the Subsequent
         Borrowings, (v) after the effectiveness of the Commitment Increase, the
         Borrower shall be deemed to have made new Borrowings (the "SUBSEQUENT
         BORROWINGS") in an aggregate principal amount of the Initial Loans and
         of the types and for the Interest Periods specified in a Borrowing
         Request delivered to the Administrative Agent in accordance with
         SECTION 2.4, (vi) each Non-Increasing Lender and each Augmenting Lender
         shall be deemed to hold its Commitment Percentage of each Subsequent
         Borrowing (each calculated after giving effect to the Commitment
         Increase) and (vii) the Borrower shall pay each Augmenting Lender that
         shall have been a Lender prior to the Commitment Increase and each
         Non-Increasing Lender any and all accrued but unpaid interest on the
         Initial Loans. The deemed payments made pursuant to clause (i) above in
         respect of each Eurodollar Loan shall be subject to indemnification by
         Borrower pursuant to the provisions of SECTION 4.5 if the Increase
         Effective Date occurs other than on the last day of the Interest Period
         relating thereto and breakage costs result.

                  (c) Increases and new Commitments created pursuant to this
         SECTION 2.3 shall become effective on the date specified in the notice
         delivered by Borrower pursuant to the first sentence of paragraph (a)
         above.

                  (d) Notwithstanding the foregoing, no increase in the total
         Commitments (or in the Commitment of any Lender) or addition of a new
         Lender shall become effective under this Section unless, (i) on the
         date of such increase, the conditions set forth in SECTIONS 7.1 and 7.2
         shall be satisfied and the Administrative Agent shall have received a
         certificate to that effect dated such date and executed by a
         Responsible Officer, and (ii) the Administrative Agent shall have
         received (with sufficient copies for each of the Lenders) documents
         consistent with those delivered on the Effective Date under SECTIONS
         7.1 and 7.2 as to the partnership power and authority of Borrower to
         borrow hereunder after giving effect to such increase.

         2.4 BORROWING PROCEDURE. The following procedures apply to all
Borrowings:


                  (a) Borrowing Request. Borrower may request a Borrowing by
         making or delivering a Borrowing Notice to Administrative Agent
         requesting that Lenders fund a Borrowing on a certain date (the
         "BORROWING DATE"), which Borrowing Notice (i) shall be irrevocable and
         binding on Borrower, (ii) shall specify the Borrowing Date, amount,
         Type, and (for a Borrowing comprised of Eurodollar Rate Borrowings)
         Interest Period, and (iii) must be received by Administrative Agent no
         later than 10:00 a.m. Dallas, Texas time on the third Business Day
         preceding the Borrowing Date for any Eurodollar Rate Borrowing or on
         the requested Borrowing Date (which shall be a Business Date for any
         Base Rate Borrowing. Administrative Agent shall timely notify each
         Lender with respect to each Borrowing Notice.

                  (b) Funding. Each Lender shall remit its Commitment Percentage
         for the Facility of each requested Borrowing to Administrative Agent's
         office in Dallas, Texas, in funds which are or will be available for
         immediate use by Administrative Agent by 1:00 p.m. Dallas, Texas time
         on the applicable Borrowing Date. Subject to receipt of such funds,
         Administrative Agent shall (unless to its actual knowledge any of the
         conditions precedent therefor have not been satisfied by Borrower or
         waived by the requisite Lenders under SECTION 14.11) make such funds
         available to Borrower by causing such funds to be deposited to
         Borrower's account as designated to Administrative Agent by Borrower.

                  (c) Funding Assumed. Absent contrary written notice from a
         Lender, Administrative Agent may assume that each Lender has made its
         Commitment Percentage of the requested Borrowing available to
         Administrative Agent on the applicable Borrowing Date, and
         Administrative Agent may, in reliance upon such assumption (but shall
         not be required to), make available to Borrower a corresponding amount.
         If a Lender fails to make its Commitment Percentage of any

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<PAGE>


         requested Borrowing available to Administrative Agent on the applicable
         Borrowing Date, Administrative Agent may recover the applicable amount
         on demand, (i) from that Lender together with interest, commencing on
         the Borrowing Date and ending on (but excluding) the date
         Administrative Agent recovers the amount from that Lender, at an annual
         interest rate equal to the Federal Funds Rate, or (ii) if that Lender
         fails to pay its amount upon demand, then from Borrower. No Lender is
         responsible for the failure of any other Lender to make its Commitment
         Percentage of any Borrowing available as required by SECTION 2.4(b);
         however, failure of any Lender to make its Commitment Percentage of any
         Borrowing so available does not excuse any other Lender from making its
         Commitment Percentage of any Borrowing so available.

         2.5 EXTENSION OF MATURITY DATE.

                  (a) Borrower may, by written notice to the Administrative
         Agent (a "REQUEST FOR EXTENSION OF REVOLVING TERMINATION DATE") given
         not less than 45 nor more than 60 days prior to each Determination
         Date, advise the Lenders that it requests an extension of the then
         effective Revolving Termination Date (the "EXISTING REVOLVING
         TERMINATION DATE") by 364 days, effective on the relevant Determination
         Date (the "RELEVANT DETERMINATION DATE"). The Administrative Agent will
         promptly, and in any event within five Business Days of the receipt of
         such Request for Extension, notify the Lenders of the contents of each
         such Request for Extension of Revolving Termination Date.

                  (b) Each Request for Extension of Revolving Termination Date
         shall (i) be irrevocable and (ii) constitute a representation by
         Borrower that (A) neither any Default nor any Potential Default has
         occurred and is continuing and (B) the representations and warranties
         contained in SECTION 8 are correct on and as of the Relevant
         Determination Date, as though made on and as of such date (unless any
         representation and warranty expressly relates to an earlier date).

                  (c) In the event a Request for Extension of Revolving
         Termination Date is given to the Administrative Agent as provided in
         SECTION 2.5(a) and the Administrative Agent notifies a Lender of the
         contents thereof, such Lender shall on or before the 30th day next
         preceding the then Relevant Determination Date advise the
         Administrative Agent in writing whether or not such Lender consents to
         the extension requested thereby. Each Lender shall have the right to
         consent to or reject such extension request in the exercise of its sole
         discretion. If any Lender fails so to advise the Administrative Agent,
         such Lender shall be deemed to have not consented to such extension. If
         all Lenders consent, the then effective Revolving Termination Date
         shall be extended by 364 days from the then effective Revolving
         Termination Date.

                  (d) If (i) any Lender notifies the Administrative Agent that
         it will not consent to a Request for Extension of Revolving Termination
         Date, or (ii) all of the Lenders have not in writing expressly
         consented to a Request for Extension of Revolving Termination Date
         within the time period set forth in SECTION 2.5(a), then Borrower may,
         at its option, replace each Lender which has not agreed to the Request
         for Extension of Revolving Termination Date (a "NONEXTENDING LENDER")
         with another bank or financial institution approved by the
         Administrative Agent (which approval shall not be unreasonably
         withheld) (a "REPLACEMENT LENDER") and/or one or more existing Lenders
         by giving (not less than 10 days prior to the Relevant Determination
         Date) notice of the name of such Replacement Lender or such existing
         Lenders to the Administrative Agent. Each Nonextending Lender shall
         promptly assign all of its interests hereunder to such Replacement
         Lender and/or existing Lenders in accordance with SECTION 14.13. In
         connection with any such assignment, the Borrower shall be responsible
         for payment of the processing fee set forth in SECTION 14.13(b)(iii).

                  (e) If all Lenders consent to a Request for Extension of
         Revolving Termination Date (or, if all Nonextending Lenders are
         replaced in accordance with this SECTION), then, as of the


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<PAGE>



         Determination Date, the Revolving Termination Date shall be deemed to
         have been extended for, and shall be the date that is, 364 days after
         the then effective Revolving Termination Date. If any Lender declines
         to consent to any such Request for Extension of Revolving Termination
         Date and such Lender is not replaced in accordance with this Section,
         then the Revolving Termination Date then in effect shall not be
         extended.

SECTION 3    TERMS OF PAYMENT.

         3.1 LOAN ACCOUNTS, NOTES, AND PAYMENTS.

                  (a) Loan Accounts. The Principal Debt owed to each Lender
         shall be evidenced by one or more Loan Accounts or records maintained
         by such Lender in the ordinary course of business. The Loan Accounts or
         records maintained by Administrative Agent (including, without
         limitation, the Register) and each Lender shall be prima facie evidence
         absent manifest error of the amount of the Borrowings made by Borrower
         from each Lender under this Agreement and the interest and principal
         payments thereon. Any failure to so record or any error in doing so
         shall not, however, limit or otherwise affect the obligation of
         Borrower under the Loan Documents to pay any amount owing with respect
         to the Obligation.

                  (b) Notes. Upon the request of any Lender, made through
         Administrative Agent, the Principal Debt owed to such Lender may be
         evidenced by a Note.

                  (c) Payment. All payments of principal, interest, and other
         amounts to be made by Borrower under this Agreement and the other Loan
         Documents shall be made to Administrative Agent at its office in
         Dallas, Texas in Dollars and in funds which are or will be available
         for immediate use by Administrative Agent by 12:00 noon Dallas, Texas
         time on the day due, without setoff, deduction, or counterclaim.
         Payments made after 12:00 noon, Dallas, Texas, time shall be deemed
         made on the Business Day next following. Administrative Agent shall pay
         to each Lender any payment of principal, interest, or other amount to
         which such Lender is entitled hereunder on the same day Administrative
         Agent shall have received the same from Borrower; provided such payment
         is received by Administrative Agent prior to 12:00 noon, Dallas, Texas
         time, and otherwise before 12:00 noon Dallas, Texas time on the
         Business Day next following.

                  (d) Payment Assumed. Unless Administrative Agent has received
         notice from Borrower prior to the date on which any payment is due
         under this Agreement that Borrower will not make that payment in full,
         Administrative Agent may assume that Borrower has made the full payment
         due and Administrative Agent may, in reliance upon that assumption,
         cause to be distributed to the appropriate Lender on that date the
         amount then due to such Lenders. If and to the extent Borrower does not
         make the full payment due to Administrative Agent, each Lender shall
         repay to Administrative Agent on demand the amount distributed to that
         Lender by Administrative Agent together with interest for each day from
         the date that Lender received payment from Administrative Agent until
         the date that Lender repays Administrative Agent (unless such repayment
         is made on the same day as such distribution), at an annual interest
         rate equal to the Federal Funds Rate.

         3.2 INTEREST AND PRINCIPAL PAYMENTS.

                  (a) Interest. Accrued interest on each Eurodollar Rate
         Borrowing is due and payable on the last day of its respective Interest
         Period and on the Termination Date for the Facility; provided that, if
         any Interest Period is greater than three months, then accrued interest
         is also due and payable on the three month anniversary of the date on
         which such Interest Period commences and on each three month
         anniversary thereafter, as well as on the last day of such Interest
         Period. Accrued interest on each Base Rate Borrowing shall be due and
         payable on each March 31, June 30, September 30, and December 31, and
         on the Termination Date for the Facility.



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<PAGE>




                  (b) Principal Debt. The Principal Debt outstanding on the
         Revolving Termination Date is due and payable, at Borrower's option, on
         (i) the Revolving Termination Date or (ii) the date which is the
         two-year anniversary of the Revolving Termination Date. In the event
         Borrower elects to repay the Principal Debt pursuant to clause (ii)
         above, Borrower shall by written notice to Administrative Agent (a
         "NOTICE OF EXTENSION OF TERMINATION DATE") not less than 45 nor more
         than 60 days prior to the Revolving Termination Date, advise the
         Lenders that it shall repay the Principal Debt pursuant to clause (ii).
         The Administrative Agent will promptly, and in any event within five
         Business Days of the receipt of such Notice of Extension of Termination
         Date, notify the Lenders of the contents such Notice of Extension of
         Termination Date. Such Notice of Extension of Termination Date shall
         constitute a representation by Borrower that (A) neither any Default
         nor any Potential Default has occurred and is continuing and (B) the
         representations and warranties contained in SECTION 8 are correct on
         and as of the Notice of Extension of Termination Date, as though made
         on and as of such date (unless any representation and warranty
         expressly relates to an earlier date). In addition, Borrower shall
         provide a certificate on the Revolving Termination Date constituting a
         representation by Borrower that (A) neither any Default nor any
         Potential Default has occurred and is continuing and (B) the
         representations and warranties contained in SECTION 8 are correct on
         and as of the Revolving Termination Date, as though made on and as of
         such date (unless any representation and warranty expressly relates to
         an earlier date).

         3.3 PREPAYMENTS.

                  (a) Optional Prepayments. Except as set forth herein, after
         giving Administrative Agent advance written notice of the intent to
         prepay, Borrower may voluntarily prepay all or any part of the
         Principal Debt, from time to time and at any time, in whole or in part,
         without premium or penalty; provided that: (i) such notice must be
         received by Administrative Agent by 12:00 noon, Dallas, Texas time, on
         or before the date of prepayment of any Borrowing; (ii) each such
         partial prepayment must be in a minimum amount of at least $5,000,000
         or a greater integral multiple of $1,000,000 thereof or such lesser
         amount as may be outstanding under the Facility; (iii) any Eurodollar
         Rate Borrowing may only be prepaid at the end of an applicable Interest
         Period (unless Borrower pays the amount of any Consequential Loss); and
         (iv) Borrower shall pay any related Consequential Loss within ten (10)
         days after demand therefor. Conversions under SECTION 3.11 are not
         prepayments. Each notice of prepayment shall specify the prepayment
         date, the applicable loan hereunder of Principal Debt being prepaid,
         and the Type of Borrowing(s) and amount(s) of such Borrowing(s) to be
         prepaid and shall constitute a binding obligation of Borrower to make a
         prepayment on the date stated therein, together with (unless such
         prepayment is made with respect to a Base Rate Borrowing) accrued and
         unpaid interest to the date of such payment on the aggregate principal
         amount prepaid. Any voluntary prepayment of the Principal Debt shall be
         applied to the Principal Debt and shall be allocated Pro Rata to each
         Lender. Unless a Default or Potential Default has occurred and is
         continuing (or would arise as a result thereof), any payment or
         prepayment of the Principal Debt may be reborrowed by Borrower, subject
         to the terms and conditions of the Loan Documents.

                  (b) Mandatory Payments/Reductions. On any date of
         determination if the Commitment Usage exceeds the Commitment then in
         effect, then Borrower shall make a mandatory prepayment of the
         Principal Debt, in at least the amount of such excess, together with
         (x) all accrued and unpaid interest on the principal amount so prepaid
         and (y) any Consequential Loss arising as a result thereof. All
         mandatory prepayments or commitment reductions under the Facility
         hereunder shall be allocated among the Lenders in accordance with their
         respective Commitment Percentages under the Facility.


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<PAGE>



                  (c) Mandatory Prepayments of Interest/Consequential Loss. All
         prepayments under SECTION 3.3 shall be made, together with accrued
         interest to the date of such prepayment on the principal amount
         prepaid, together with any Consequential Loss arising as a result
         thereof.

         3.4 INTEREST OPTIONS. Except that the Eurodollar Rate may not be
selected when a Default or Potential Default exists and except as otherwise
provided in this Agreement, Borrowings bear interest at a rate per annum equal
to the lesser of (a) as to the respective Type of Borrowing (as designated by
Borrower in accordance with this Agreement), the Base Rate plus the Applicable
Margin for Base Rate Borrowings, or the Eurodollar Rate plus the Applicable
Margin for Eurodollar Rate Borrowings, and (b) the Maximum Rate. Each change in
the Base Rate or the Maximum Rate, subject to the terms of this Agreement, will
become effective, without notice to Borrower or any other Person, upon the
effective date of such change.

         3.5 QUOTATION OF RATES. It is hereby acknowledged that an appropriately
designated Representative of Borrower may call Administrative Agent on or before
the date on which a Borrowing Notice is to be delivered by Borrower in order to
receive an indication of the rates then in effect, but such indicated rates
shall neither be binding upon Administrative Agent or Lenders nor affect the
rate of interest which thereafter is actually in effect when the Borrowing
Notice is given or on the Borrowing Date.

         3.6 DEFAULT RATE. While any Default exists or after acceleration,
Borrower shall pay interest on the principal amount of all Borrowing at the
Default Rate until paid, regardless whether such payment is made before or after
entry of a judgment.

         3.7 INTEREST RECAPTURE. If the designated rate applicable to any
Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing shall
be limited to the Maximum Rate, but any subsequent reductions in such designated
rate shall not reduce the rate of interest thereon below the Maximum Rate until
the total amount of interest accrued thereon equals the amount of interest which
would have accrued thereon if such designated rate had at all times been in
effect. In the event that at maturity (stated or by acceleration), or at final
payment of the Principal Debt, the total amount of interest paid or accrued is
less than the amount of interest which would have accrued if such designated
rates had at all times been in effect, then, at such time and to the extent
permitted by Law, Borrower shall pay an amount equal to the difference between
(a) the lesser of the amount of interest which would have accrued if such
designated rates had at all times been in effect and the amount of interest
which would have accrued if the Maximum Rate had at all times been in effect,
and (b) the amount of interest actually paid or accrued on the Principal Debt.

         3.8 INTEREST CALCULATIONS. Interest will be calculated on the basis of
actual number of days (including the first day but excluding the last day)
elapsed but computed as if each calendar year consisted of 360 days in the case
of an Eurodollar Rate Borrowing (unless the calculation would result in an
interest rate greater than the Maximum Rate, in which event interest will be
calculated on the basis of a year of 365 or 366 days, as the case may be) and
365 or 366 days, as the case may be, in the case of a Base Rate Borrowing. All
interest rate determinations and calculations by Administrative Agent are
conclusive and binding absent manifest error.

         3.9 MAXIMUM RATE. Regardless of any provision contained in any Loan
Document, neither Administrative Agent nor any Lender shall ever be entitled to
contract for, charge, take, reserve, receive, or apply, as interest on all or
any part of the Obligation, any amount in excess of the Maximum Rate, and, if
Lenders ever do so, then such excess shall be deemed a partial prepayment of
principal and treated hereunder as such and any remaining excess shall be
refunded to Borrower. In determining if the interest paid or payable exceeds the
Maximum Rate, Borrower and Lenders shall, to the maximum extent permitted under
applicable Law, (a) treat all Borrowings as but a single extension of credit
(and Lenders and Borrower agree that such is the case and that provision herein
for multiple Borrowings is for convenience only), (b) characterize any
nonprincipal payment as an expense, fee, or premium rather than as interest, (c)
exclude voluntary prepayments and the effects thereof, and (d) amortize,
prorate, allocate, and spread the total
                                                          NBPLP CREDIT AGREEMENT

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<PAGE>



amount of interest throughout the entire contemplated term of the Obligation.
However, if the Obligation is paid and performed in full prior to the end of the
full contemplated term thereof, and if the interest received for the actual
period of existence thereof exceeds the Maximum Amount, Lenders shall refund
such excess, and, in such event, Lenders shall not, to the extent permitted by
Law, be subject to any penalties provided by any Laws for contracting for,
charging, taking, reserving, or receiving interest in excess of the Maximum
Amount. If the Laws of the State of Texas are applicable for purposes of
determining the "Maximum Rate" or the "Maximum Amount," then those terms mean
the "weekly ceiling" from time to time in effect under Texas Finance Code
Section 303.305, as amended. Borrower agrees that Chapter 346 of the Texas
Finance Code, as amended (which regulates certain revolving credit loan accounts
and revolving tri-party accounts), does not apply to the Obligation.

         3.10 INTEREST PERIODS. When Borrower requests any Eurodollar Rate
Borrowing, Borrower may elect the interest period (each an "INTEREST PERIOD")
applicable thereto, which shall be, at Borrower's option and subject to
availability, one, two, three, or six months; provided, however, that: (a) the
initial Interest Period for a Eurodollar Rate Borrowing shall commence on the
date of such Borrowing (including the date of any conversion thereto), and each
Interest Period occurring thereafter in respect of such Borrowing shall commence
on the day on which the next preceding Interest Period applicable thereto
expires; (b) if any Interest Period for a Eurodollar Rate Borrowing begins on a
day for which there is no numerically corresponding Business Day in the calendar
month at the end of such Interest Period, such Interest Period shall end on the
next Business Day immediately following what otherwise would have been such
numerically corresponding day in the calendar month at the end of such Interest
Period (unless such date would be in a different calendar month from what would
have been the month at the end of such Interest Period, or unless there is no
numerically corresponding day in the calendar month at the end of the Interest
Period; whereupon, such Interest Period shall end on the last Business Day in
the calendar month at the end of such Interest Period); (c) no Interest Period
may be chosen with respect to any portion of the Principal Debt which would (i)
extend beyond the scheduled repayment date (including any dates on which
mandatory prepayments are required to be made) for such portion of the Principal
Debt or (ii) extend beyond the Revolving Termination Date if such Interest
Period commences prior to the Revolving Termination Date; and (d) no more than
an aggregate of five (5) Interest Periods shall be in effect at one time.

         3.11 CONVERSIONS. Borrower may (a) convert a Eurodollar Rate Borrowing
on the last day of the applicable Interest Period to a Base Rate Borrowing, (b)
convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and
(c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by
giving a Conversion Notice of such intent to Administrative Agent no later than
10:00 a.m. Dallas, Texas time on the third Business Day prior to the date of
conversion or the last day of the Interest Period, as the case may be (in the
case of a conversion to a Eurodollar Rate Borrowing or an election of a new
Interest Period), and no later than 10:00 a.m. Dallas, Texas time on the last
Business Day of the Interest Period (in the case of a conversion to a Base Rate
Borrowing); provided that, the principal amount converted to, or continued as, a
Eurodollar Rate Borrowing shall be in an amount not less than $5,000,000 or a
greater integral multiple of $1,000,000 (or such lesser amount as may be
outstanding under the Facility). Administrative Agent shall timely notify each
Lender with respect to each Conversion Notice. Absent Borrower's Conversion
Notice or election of a new Interest Period, a Eurodollar Rate Borrowing shall
be deemed converted to a Base Rate Borrowing effective as of the expiration of
the Interest Period applicable thereto. No Eurodollar Rate Borrowing may be
either made or continued as a Eurodollar Rate Borrowing, and no Base Rate
Borrowing may be converted to a Eurodollar Rate Borrowing, if the interest rate
for such Eurodollar Rate Borrowing would exceed the Maximum Rate. The right to
convert from a Base Rate Borrowing to a Eurodollar Rate Borrowing, or to
continue as a Eurodollar Rate Borrowing shall not be available during the
occurrence of a Default or Potential Default.

         3.12 ORDER OF APPLICATION.

                  (a) No Default. If no Default or Potential Default exists and
         if no order of application is otherwise specified in SECTION 3.3 or
         otherwise in the Loan Documents, payments and

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<PAGE>



         prepayments of the Obligation shall be applied first to fees, second to
         accrued interest then due and payable on the Principal Debt, and then
         to the remaining Obligation in the order and manner as Borrower may
         direct.

                  (b) Default. If a Default or Potential Default exists (or if
         Borrower fails to give directions as permitted under SECTION 3.12(a)),
         any payment or prepayment (including proceeds from the exercise of any
         Rights) shall be applied to the Obligation in the following order: (i)
         to the ratable payment of all fees, expenses, and indemnities for which
         Agents or Lenders have not been paid or reimbursed in accordance with
         the Loan Documents (as used in this SECTION 3.12(b)(i), a "ratable
         payment" for any Lender or any Agent shall be, on any date of
         determination, that proportion which the portion of the total fees,
         expenses, and indemnities owed to such Lender or such Agent bears to
         the total aggregate fees and indemnities owed to all Lenders and Agents
         on such date of determination); (ii) to the ratable payment of accrued
         and unpaid interest on the Principal Debt (as used in this SECTION
         3.12(b)(ii), "ratable payment" means, for any Lender, on any date of
         determination, that proportion which the accrued and unpaid interest on
         the Principal Debt owed to such Lender bears to the total accrued and
         unpaid interest on the Principal Debt owed to all Lenders); (iii) to
         the ratable payment of the Principal Debt (as used in this SECTION
         3.12(b)(iv), "ratable payment" means for any Lender, on any date of
         determination, that proportion which the Principal Debt owed to such
         Lender bears to the Principal Debt owed to all Lenders); and (iv) to
         the payment of the remaining Obligation in the order and manner
         Required Lenders deem appropriate.

Subject to the provisions of SECTION 12 and provided that Administrative Agent
shall not in any event be bound to inquire into or to determine the validity,
scope, or priority of any interest or entitlement of any Lender and may suspend
all payments or seek appropriate relief (including, without limitation,
instructions from Required Lenders or an action in the nature of interpleader)
in the event of any doubt or dispute as to any apportionment or distribution
contemplated hereby, Administrative Agent shall promptly distribute such amounts
to each Lender in accordance with the Agreement and the related Loan Documents.

         3.13 SHARING OF PAYMENTS, ETC. If any Lender shall obtain any payment
or prepayment with respect to the Obligation (whether voluntary, involuntary, or
otherwise, including, without limitation, as a result of exercising its Rights
under SECTION 3.14) which is in excess of its share of any such payment in
accordance with the relevant Rights of the Lenders under the Loan Documents,
then such Lender shall purchase from the other Lenders such participations as
shall be necessary to cause such purchasing Lender to share the excess payment
with each other Lender in accordance with the relevant Rights under the Loan
Documents. If all or any portion of such excess payment is subsequently
recovered from such purchasing Lender, then the purchase shall be rescinded and
the purchase price restored to the extent of such recovery. Borrower agrees that
any Lender purchasing a participation from another Lender pursuant to this
Section may, to the fullest extent permitted by Law, exercise all of its Rights
of payment (including the Right of offset) with respect to such participation as
fully as if such Lender were the direct creditor of Borrower in the amount of
such participation.

         3.14 OFFSET. If a Default exists, each Lender shall be entitled to
exercise (for the benefit of all Lenders in accordance with SECTION 3.13) the
Rights of offset and/or banker's Lien against each and every account and other
property, or any interest therein, which any Loan Party may now or hereafter
have with, or which is now or hereafter in the possession of, such Lender to the
extent of the full amount of the Obligation.

         3.15 BOOKING BORROWINGS. To the extent permitted by Law, any Lender may
make, carry, or transfer its Borrowings at, to, or for the account of any of its
branch offices or the office of any of its Affiliates; provided that, no
Affiliate shall be entitled to receive any greater payment under SECTION 4 than
the transferor Lender would have been entitled to receive with respect to such
Borrowings. In the event a Lender shall transfer its Borrowings to or make its
Borrowings from any office other than that designated on SCHEDULE 13.3, it shall
notify the Administrative Agent and the Administrative Agent shall provide a


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<PAGE>



copy of such notice to Borrower; provided, however, that the failure of a Lender
or of Administrative Agent to provide notice under this Section shall not
relieve Borrower from any obligations under this Agreement.

SECTION 4    CHANGE IN CIRCUMSTANCES.

         4.1 INCREASED COST AND REDUCED RETURN.

                  (a) Changes in Law. If, after the date hereof, the adoption of
         any applicable Law or any change in any applicable Law or any change in
         the interpretation or administration thereof by any Governmental
         Authority, or compliance by any Lender (or its Applicable Lending
         Office) with any request or directive (whether or not having the force
         of law) of any such Governmental Authority:

                           (i) shall subject such Lender (or its Applicable
                  Lending Office) to any Tax or other charge with respect to any
                  Eurodollar Rate Borrowing, its Notes, or its obligation to
                  loan Eurodollar Rate Borrowings, or change the basis of
                  taxation of any amounts payable to such Lender (or its
                  Applicable Lending Office) under the Loan Documents in respect
                  of any Eurodollar Rate Borrowings (other than Taxes imposed on
                  the overall net income of such Lender by the jurisdiction in
                  which such Lender has its principal office or such Applicable
                  Lending Office);

                           (ii) shall impose, modify, or deem applicable any
                  reserve, special deposit, assessment, or similar requirement
                  relating to any extensions of credit or other assets of, or
                  any deposits with or other liabilities or commitments of, such
                  Lender (or its Applicable Lending Office), including the
                  commitment of such Lender hereunder; or

                           (iii) shall impose on such Lender (or its Applicable
                  Lending Office) or the London interbank market any other
                  condition affecting the Loan Documents or any of such
                  extensions of credit or liabilities or commitments;

         and the result of any of the foregoing is to increase the cost to such
         Lender (or its Applicable Lending Office) of making, converting into,
         continuing, or maintaining any Eurodollar Rate Borrowings or to reduce
         any sum received or receivable by such Lender (or its Applicable
         Lending Office) under the Loan Documents with respect to any Eurodollar
         Rate Borrowing, then Borrower shall pay to such Lender on demand such
         amount or amounts as will compensate such Lender for such increased
         cost or reduction. If any Lender requests compensation by Borrower
         under this SECTION 4.1(a), Borrower may, by notice to such Lender (with
         a copy to Administrative Agent), suspend the obligation of such Lender
         to loan or continue Borrowings of the Type with respect to which such
         compensation is requested, or to convert Borrowings of any other Type
         into Borrowings of such Type, until the event or condition giving rise
         to such request ceases to be in effect (in which case the provisions of
         SECTION 4.4 shall be applicable); provided, that such suspension shall
         not affect the Right of such Lender to receive the compensation so
         requested.

                  (b) Capital Adequacy. If, after the date hereof, any Lender
         shall have determined that the adoption of any applicable Law regarding
         capital adequacy or any change therein or in the interpretation or
         administration thereof by any Governmental Authority charged with the
         interpretation or administration thereof, or any request or directive
         regarding capital adequacy (whether or not having the force of law) of
         any such Governmental Authority has or would have the effect of
         reducing the rate of return on the capital of such Lender or any
         corporation controlling such Lender as a consequence of such Lender's
         obligations hereunder to a level below that which such Lender or such
         corporation could have achieved but for such adoption, change, request,
         or directive (taking into consideration its policies with respect to
         capital adequacy), then from time to time upon demand Borrower shall
         pay to such Lender such additional amount or amounts as will compensate
         such Lender for such reduction.


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                  (c) Changes in Applicable Lending Office. Compensation
         Statement. Each Lender shall promptly notify Borrower and
         Administrative Agent of any event of which it has knowledge, occurring
         after the date hereof, which will entitle such Lender to compensation
         pursuant to this Section and will designate a different Applicable
         Lending Office if such designation will avoid the need for, or reduce
         the amount of, such compensation and will not, in the judgment of such
         Lender, be otherwise disadvantageous to it. Any Lender claiming
         compensation under this Section shall furnish to Borrower and
         Administrative Agent a statement setting forth the additional amount or
         amounts to be paid to it hereunder and calculations in reasonable
         detail which shall be conclusive in the absence of manifest error. In
         determining such amount, such Lender may use any reasonable averaging
         and attribution methods. Borrower shall not be obligated to compensate
         any Lender pursuant to this SECTION 4.1 for any amounts attributable to
         a period more than 120 days prior to the giving of notice by such
         Lender to Borrower of its request for compensation under this SECTION
         4.1.

         4.2 LIMITATION ON TYPES OF LOANS. If on or prior to the first day of
any Interest Period for any Eurodollar Rate Borrowing:

                  (a) Inability to Determine Eurodollar Rate. Administrative
         Agent determines (which determination shall be conclusive) that by
         reason of circumstances affecting the relevant market, adequate and
         reasonable means do not exist for ascertaining the Eurodollar Rate for
         such Interest Period; or

                  (b) Cost of Funds. Required Lenders determine (which
         determination shall be conclusive) and notify Administrative Agent that
         the Eurodollar Rate will not adequately and fairly reflect the cost to
         the Lenders of funding Eurodollar Rate Borrowings for such Interest
         Period;

then Administrative Agent shall give Borrower prompt notice thereof specifying
the relevant amounts or periods, and so long as such condition remains in
effect, the Lenders shall be under no obligation to fund additional Eurodollar
Rate Borrowings, continue Eurodollar Rate Borrowings, or to convert Base Rate
Borrowings into Eurodollar Rate Borrowings, and Borrower shall, on the last
day(s) of the then current Interest Period(s) for the outstanding Eurodollar
Rate Borrowings, either prepay such Borrowings or convert such Borrowings into
Base Rate Borrowings in accordance with the terms of this Agreement.

         4.3 ILLEGALITY. Notwithstanding any other provision of the Loan
Documents, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to make, maintain, or fund Eurodollar Rate Borrowings
hereunder, then such Lender shall promptly notify Borrower thereof and such
Lender's obligation to make or continue Eurodollar Rate Borrowings and to
convert other Base Rate Borrowings into Eurodollar Rate Borrowings shall be
suspended until such time as such Lender may again make, maintain, and fund
Eurodollar Rate Borrowings (in which case the provisions of SECTION 4.4 shall be
applicable).

         4.4 TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to
fund Eurodollar Rate Borrowings or to continue, or to convert Base Rate
Borrowings into Eurodollar Rate Borrowings, shall be suspended pursuant to
SECTIONS 4.1, 4.2, or 4.3 hereof, such Lender's Eurodollar Rate Borrowings shall
be automatically converted into Base Rate Borrowings on the last day(s) of the
then current Interest Period(s) for Eurodollar Rate Borrowings (or, in the case
of a conversion required by SECTION 4.3 hereof, on such earlier date as such
Lender may specify to Borrower with a copy to Administrative Agent) and, unless
and until such Lender gives notice as provided below that the circumstances
specified in SECTIONS 4.1, 4.2, or 4.3 hereof that gave rise to such conversion
no longer exist:

                  (a) to the extent that such Lender's Eurodollar Rate
         Borrowings have been so converted, all payments and prepayments of
         principal that would otherwise be applied to such Lender's Eurodollar
         Rate Borrowings shall be applied instead to its Base Rate Borrowings;
         and



                                                          NBPLP CREDIT AGREEMENT

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                  (b) all Borrowings that would otherwise be made or continued
         by such Lender as Eurodollar Rate Borrowings shall be made or continued
         instead as Base Rate Borrowings, and all Borrowings of such Lender that
         would otherwise be converted into Eurodollar Rate Borrowings shall be
         converted instead into (or shall remain as) Base Rate Borrowings.

If such Lender gives notice to Borrower (with a copy to Administrative Agent)
that the circumstances specified in SECTIONS 4.1, 4.2, or 4.3 hereof that gave
rise to the conversion of such Lender's Eurodollar Rate Borrowings pursuant to
this SECTION 4.4 no longer exist (which such Lender agrees to do promptly upon
such circumstances ceasing to exist) at a time when Eurodollar Rate Borrowings
made by other Lenders are outstanding, such Lender's Base Rate Borrowings shall
be automatically converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Eurodollar Rate Borrowings, to the extent
necessary so that, after giving effect thereto, all Eurodollar Rate Borrowings
held by the Lenders and by such Lender are held pro rata (as to principal
amounts, Types, and Interest Periods) in accordance with their respective
Committed Sums.

         4.5 COMPENSATION. Upon the request of any Lender, Borrower shall pay to
such Lender such amount or amounts as shall be sufficient (in the reasonable
opinion of such Lender) to compensate it for any loss, cost, or expense
(excluding loss of anticipated profits) incurred by it as a result of:

                  (a) any payment, prepayment, or conversion of a Eurodollar
         Rate Borrowing for any reason (including, without limitation, the
         acceleration of the loan pursuant to SECTION 12.1) on a date other than
         the last day of the Interest Period for such Borrowing; or

                  (b) any failure by Borrower for any reason (including, without
         limitation, the failure of any condition precedent specified in SECTION
         7.2 to be satisfied) to borrow, convert, continue, or prepay a
         Eurodollar Rate Borrowing on the date for such borrowing, conversion,
         continuation, or prepayment specified in the relevant Borrowing Notice,
         prepayment, continuation, or conversion under this Agreement.

         4.6 TAXES.

                  (a) General. Any and all payments by Borrower to or for the
         account of any Lender or Administrative Agent hereunder or under any
         other Loan Document shall be made free and clear of and without
         deduction for any and all present or future Taxes, excluding, in the
         case of each Lender and Administrative Agent, Taxes imposed on its
         income and franchise Taxes imposed on it by the jurisdiction under the
         laws of which such Lender (or its Applicable Lending Office) or
         Administrative Agent (as the case may be) is organized, or any
         political subdivision thereof. If Borrower shall be required by law to
         deduct any Taxes from or in respect of any sum payable under any Loan
         Document to any Lender or Administrative Agent, (i) the sum payable
         shall be increased as necessary so that after making all required
         deductions (including deductions applicable to additional sums payable
         under this SECTION 4.6) such Lender or Administrative Agent receives an
         amount equal to the sum it would have received had no such deductions
         been made, (ii) Borrower shall make such deductions, (iii) Borrower
         shall pay the full amount deducted to the relevant taxation authority
         or other authority in accordance with applicable law, and (iv) Borrower
         shall furnish to Administrative Agent, at its address listed in
         SCHEDULE 2.1, the original or a certified copy of a receipt evidencing
         payment thereof.

                  (b) Stamp and Documentary Taxes. In addition, Borrower agrees
         to pay any and all present or future stamp or documentary taxes and any
         other excise or property taxes or charges or similar levies which arise
         from any payment made under any Loan Document or from the execution or
         delivery of, or otherwise with respect to, any Loan Document
         (hereinafter referred to as "OTHER TAXES").

                                                          NBPLP CREDIT AGREEMENT

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<PAGE>




                  (c) Indemnification for Taxes. Borrower agrees to indemnify
         each Lender and Administrative Agent for the full amount of Taxes,
         excluding, in the case of each Lender and Administrative Agent, Taxes
         imposed on its income and franchise Taxes imposed on it by the
         jurisdiction under the laws of which such Lender (or its Applicable
         Lending Office) or Administrative Agent (as the case may be) is
         organized, or any political subdivision thereof and Other Taxes
         (including, without limitation, any Taxes or Other Taxes imposed or
         asserted by any jurisdiction on amounts payable under this SECTION 4.6)
         paid by such Lender or Administrative Agent (as the case may be) and
         any liability (including penalties, interest, and expenses) arising
         therefrom or with respect thereto.

                  (d) Withholding Tax Forms. Each Lender organized under the
         Laws of a jurisdiction outside the United States, on or prior to the
         Closing Date in the case of each Lender listed on the signature pages
         hereof and on or prior to the date on which it becomes a Lender in the
         case of each other Lender, and from time to time thereafter if
         requested in writing by Borrower or Administrative Agent (but only so
         long as such Lender remains lawfully able to do so), shall provide
         Borrower and Administrative Agent with (i) if such Lender is a "bank"
         within the meaning of Section 881(c)(3)(A) of the Code, Internal
         Revenue Service Form 1001 or 4224, as appropriate, or any successor
         form prescribed by the Internal Revenue Service, certifying that such
         Lender is entitled to benefits under an income tax treaty to which the
         United States is a party which reduces the rate of withholding tax on
         payments of interest or certifying that the income receivable pursuant
         to the Loan Documents is effectively connected with the conduct of a
         trade or business in the United States, or (ii) if such Lender is not a
         "bank" within the meaning of Section 881(c)(3)(A) of the Code and
         intends to claim an exemption from United States withholding tax under
         Section 871(h) or 881(c) of the Code with respect to payments of
         "portfolio interest," a Form W-8, or any successor form prescribed by
         the Internal Revenue Service, and a certificate representing that such
         Lender is not a bank for purposes of Section 881(c) of the Code, is not
         a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of
         the Code) of Borrower, and is not a controlled foreign corporation
         related to Borrower (within the meaning of Section 864(d)(4) of the
         Code). Each Lender which so delivers a W-8, Form 1001, or 4224 further
         undertakes to deliver to Borrower and Administrative Agent additional
         forms (or a successor form) on or before the date such form expires or
         becomes obsolete or after the occurrence of any event requiring a
         change in the most recent form so delivered by it, in each case
         certifying that such Lender is entitled to receive payments from
         Borrower under any Loan Document without deduction or withholding (or
         at a reduced rate of deduction or withholding) of any United States
         federal income taxes, unless an event (including without limitation any
         change in treaty, law, or regulation) has occurred prior to the date on
         which any such delivery would otherwise be required which renders all
         such forms inapplicable or which would prevent such Lender from duly
         completing and delivering any such form with respect to it, and such
         Lender advises Borrower and Administrative Agent that it is not capable
         of receiving such payments without any deduction or withholding of
         United States federal income tax.

                  (e) Failure to Provide Withholding Forms; Changes in Tax Laws.
         For any period with respect to which a Lender has failed to provide
         Borrower and Administrative Agent with the appropriate form pursuant to
         SECTION 4.6(d) (unless such failure is due to a change in Law occurring
         subsequent to the date on which a form originally was required to be
         provided), such Lender shall not be entitled to indemnification under
         SECTION 4.6(a) or 4.6(b) with respect to Taxes imposed by the United
         States; provided, however, that should a Lender, which is otherwise
         exempt from or subject to a reduced rate of withholding tax, become
         subject to Taxes because of its failure to deliver a form required
         hereunder, Borrower shall take such steps as such Lender shall
         reasonably request to assist such Lender to recover such Taxes.

                  (f) Change in Applicable Lending Office. If Borrower is
         required to pay additional amounts to or for the account of any Lender
         pursuant to this SECTION 4.6, then such Lender will agree to use
         reasonable efforts to change the jurisdiction of its Applicable Lending
         Office so as to

                                                          NBPLP CREDIT AGREEMENT

                                       24

<PAGE>



         eliminate or reduce any such additional payment which may thereafter
         accrue if such change, in the judgment of such Lender, is not otherwise
         disadvantageous to such Lender.

                  (g) Tax Payment Receipt. Within thirty (30) days after the
         date of any payment of Taxes, Borrower shall furnish to Administrative
         Agent the original or a certified copy of a receipt evidencing such
         payment.

                  (h) Survival. Without prejudice to the survival of any other
         agreement of Borrower hereunder, the agreements and obligations of
         Borrower contained in this SECTION 4.6 shall survive the termination of
         the Commitment and the payment in full of the Obligation.

SECTION 5    FEES.

         5.1 TREATMENT OF FEES. Except as otherwise provided by Law, the fees
described in this SECTION 5: (a) do not constitute compensation for the use,
detention, or forbearance of money, (b) are in addition to, and not in lieu of,
interest and expenses otherwise described in the Loan Documents, (c) shall be
payable in accordance with SECTION 3.1(c), (d) shall be non-refundable (subject
to the provisions of SECTION 3.9, if applicable), (e) shall, to the fullest
extent permitted by Law, bear interest, if not paid when due, at the Default
Rate, and (f) shall be calculated on the basis of actual number of days
(including the first day but excluding the last day) elapsed, but computed as if
each calendar year consisted of 360 days, unless such computation would result
in interest being computed in excess of the Maximum Rate in which event such
computation shall be made on the basis of a year of 365 or 366 days, as the case
may be.

         5.2 FEES OF ADMINISTRATIVE AGENT AND ARRANGER. Borrower shall pay to
Administrative Agent and Arranger, as the case may be, solely for their
respective accounts, the fees described in that certain separate letter
agreement dated as of April 18, 2000, among Borrower, Administrative Agent, and
Arranger.

         5.3 COMMITMENT FEES. Following the Closing Date, Borrower shall pay to
Administrative Agent, for the ratable account of Lenders, a commitment fee,
calculated daily from the Closing Date until the Revolving Termination Date but
payable in installments in arrears each March 31, June 30, September 30, and
December 31 and on the Revolving Termination Date for the Facility, commencing
June 30, 2000. On any day of determination, the commitment fee shall be an
amount equal to the Applicable Margin for Commitment Fees multiplied by the
amount by which (a) the Commitment on such day exceeds (b) the Commitment Usage
on such day. Each such installment shall be calculated in accordance with
SECTION 5.1(f). Solely for the purposes of this SECTION 5.3, "ratable" shall
mean, for any period of determination, with respect to any Lender, that
proportion which (x) the average daily unused Committed Sum of such Lender
during such period bears to (y) the amount of the average daily unused
Commitment during such period.

         5.4 UTILIZATION FEE. Borrower shall pay to the Administrative Agent for
the Pro Rata account of the Lenders a utilization fee equal to the amount set
forth in the definition of Applicable Amount multiplied by the Commitment Usage
hereunder as follows: (1) from the Closing Date to and including the Revolving
Termination Date said fee shall be payable for each day that the Commitment
Usage hereunder plus the Commitment Usage as defined under the Multi-Year
Revolving Agreement exceeds thirty-three percent (33.0%) of the Commitment
hereunder plus the Commitment under the Multi-Year Revolving Agreement and (2)
said fee shall be payable for each day from and after the Revolving Termination
Date to and including the Termination Date. Such utilization fee shall accrue
from the Closing Date to the Termination Date for the Facility and shall be due
and payable each March 31, June 30, September 30 and December 31 and on the
Termination Date for the Facility, commencing June 30, 2000. Each such
installment shall be calculated in accordance with SECTION 5.1(f).

                                                          NBPLP CREDIT AGREEMENT

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<PAGE>




SECTION 6    GUARANTY.

         6.1 GUARANTY. As an inducement to Agents and Lenders to enter into this
Agreement, Borrower shall cause Intermediate Partnership to execute and deliver
to Administrative Agent a Guaranty substantially in the form and upon the terms
of EXHIBIT C, providing for the guaranty of payment and performance of the
Obligation.

SECTION 7    CONDITIONS PRECEDENT.

         7.1 CONDITIONS PRECEDENT TO CLOSING. This Agreement shall not become
effective, and Lenders shall not be obligated to advance any Borrowing, unless
Administrative Agent has received all of the agreements, documents, instruments,
and other items described on SCHEDULE 7.1.

         7.2 CONDITIONS PRECEDENT TO EACH BORROWING. In addition to the
conditions stated in SECTION 7.1, Lenders will not be obligated to fund (as
opposed to continue or convert) any Borrowing unless on the date of such
Borrowing (and after giving effect thereto): (a) Administrative Agent shall have
timely received therefor a Borrowing Notice; (b) all of the representations and
warranties of any Loan Party set forth in the Loan Documents are true and
correct in all material respects (except such representations and warranties
which expressly refer to an earlier date, which are true and correct in all
material respects as of such earlier date); (c) no Default or Potential Default
shall have occurred and be continuing; and (d) the funding of such Borrowings is
permitted by Law. Each Borrowing Notice delivered to Administrative Agent shall
constitute the representation and warranty by Borrower to Administrative Agent
that, as of the Borrowing Date, the statements above are true and correct in all
respects. Each condition precedent in this Agreement is material to the
transactions contemplated in this Agreement, and time is of the essence in
respect of each thereof. Subject to the prior approval of Required Lenders,
Lenders may fund any Borrowing without all conditions being satisfied, but, to
the extent permitted by Law, the same shall not be deemed to be a waiver of the
requirement that each such condition precedent be satisfied as a prerequisite
for any subsequent funding, unless Required Lenders specifically waive each such
item in writing.

SECTION 8    REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants
to Administrative Agent and Lenders as follows:

         8.1 PURPOSE OF CREDIT FACILITY.


                  (a) Borrower will use all proceeds of Borrowings for one or
         more of the following (or will loan such proceeds to, or make capital
         contributions to, Intermediate Partnership to so use such proceeds) (i)
         to repay the Debt existing under the Existing Credit Agreements; (ii)
         to finance capital expenditures; (iii) for investments permitted
         hereunder; (iv) for working capital; and (v) for general business
         purposes. No proceeds of any Borrowing will be used to make any
         distribution with respect to the Limited Partnership Units or General
         Partners' interests in Borrower, or to make any distribution with
         respect to partnership interests in Intermediate Partnership.

                  (b) Borrower is not engaged principally, or as one of its
         important activities, in the business of extending credit for the
         purpose of purchasing or carrying any "margin stock" within the meaning
         of Regulation U. No part of the proceeds of any Borrowing will be used,
         directly or indirectly, for a purpose which violates any Law,
         including, without limitation, the provisions of Regulations T, U, or X
         (as enacted by the Board of Governors of the Federal Reserve System, as
         amended).

         8.2 EXISTENCE, GOOD STANDING, AUTHORITY, AND AUTHORIZATIONS. Each of
the Loan Parties, each Subsidiary thereof is duly organized, validly existing,
and in good standing under the Laws of its jurisdiction of organization. Each of
the Loan Parties and its Subsidiaries is duly qualified to transact business and
is in good standing in each jurisdiction where the nature and extent of its
business and properties require the same, except to the extent failure to so
qualify or be in good standing is not reasonably likely, in the aggregate, to
result in a Material Adverse Event. Each of the Loan Parties, and each
Subsidiary

                                                          NBPLP CREDIT AGREEMENT

                                       26

<PAGE>


thereof, possesses all Authorizations necessary or required in the conduct of
its respective business(es), except to the extent that failure to possess such
Authorization(s) is not reasonably likely, in the aggregate, to result in a
Material Adverse Event. No authorization, consent, approval, waiver, license, or
formal exemptions from, nor any filing, declaration, or registration with, any
Governmental Authority (federal, state, or local), non-governmental entity, or
Person under the terms of contracts or otherwise, is required by reason of or in
connection with the execution and performance of the Loan Documents by the Loan
Parties or their respective Subsidiaries.

         8.3 SUBSIDIARIES. Borrower has no direct Subsidiaries except as
disclosed on SCHEDULE 8.3. As of the Closing Date, Intermediate Partnership has
no Subsidiaries except as disclosed on SCHEDULE 8.3. As of the Closing Date, the
number and percentage of shares or partnership and other equity interests in
each Subsidiary, and the ownership thereof, are accurately set forth on SCHEDULE
8.3 attached hereto. All such partnership and other equity interests are validly
issued under the terms of the applicable Partnership Agreements and applicable
Law.

         8.4 AUTHORIZATION AND NO CONTRAVENTION. The execution and delivery by
each Loan Party of each Loan Document to which it is a party and the performance
by such Loan Party of its obligations thereunder (a) are within its partnership
power; (b) will have been duly authorized by all necessary partnership action
when such Loan Document is executed and delivered, (c) require no action by or
in respect of, or filing with, any Governmental Authority, which action or
filing has not been taken or made on or prior to the Closing Date (or if later,
the date of execution and delivery of such Loan Document), (d) will not violate
any provision of the partnership agreement of such Loan Party, (e) will not
violate any provision of Law applicable to it, (f) will not violate any material
written or oral agreements, contracts, commitments, or understandings to which
it is a party, other than such violations which could not be a Material Adverse
Event, or (g) will not result in the creation or imposition of any Lien on any
asset of any Loan Party.

         8.5 BINDING EFFECT. Upon execution and delivery by all parties thereto,
each Loan Document will constitute a legal, valid, and binding obligation of
each Loan Party party thereto, enforceable against each such Loan Party in
accordance with its terms, except as enforceability may be limited by applicable
Debtor Relief Laws and general principles of equity.


         8.6 FINANCIAL STATEMENTS. (a) The Current Financials were prepared in
accordance with GAAP and present fairly, in all material respects, the
consolidated financial condition, results of operations, and cash flows of the
Loan Parties and Subsidiaries thereof covered thereby ("REPORTING ENTITIES") as
of and for the portion of the fiscal year ending on the date or dates thereof
(subject only to normal year-end audit adjustments for interim statements).
There were no material liabilities, direct or indirect, fixed or contingent, of
the Reporting Entities as of the date or dates of the Current Financials which
are required under GAAP to be reflected therein or in the notes thereto, and are
not so reflected.

         (b) Since December 31, 1999, there has been no Material Adverse Event.

         8.7 LITIGATION, CLAIMS, INVESTIGATIONS. No Loan Party is subject to, or
aware of the threat of, any Litigation which is reasonably likely to be
determined adversely to any Loan Party, or any Subsidiary thereof, and, if so
adversely determined, could (individually or collectively with other Litigation)
be a Material Adverse Event. There are no formal complaints, suits, claims,
investigations, or proceedings initiated at or by any Governmental Authority
pending or threatened by or against any Loan Party, or any Subsidiary thereof,
which could reasonably be expected to result in a Material Adverse Event, nor
any judgments, decrees, or orders of any Governmental Authority outstanding
against any Loan Party, or any Subsidiary thereof, that could reasonably be
expected to result in a Material Adverse Event.

         8.8 TAXES. All Tax returns of each Loan Party and each Subsidiary
thereof required to be filed have been filed (or extensions have been granted)
prior to delinquency, and all Taxes imposed upon each Loan Party and each
Subsidiary thereof which are due and payable have been paid prior to
delinquency,


                                                          NBPLP CREDIT AGREEMENT

                                       27

<PAGE>



other than Taxes or charges which are being diligently contested in good faith
by appropriate proceedings and for which adequate reserves in accordance with
GAAP shall have been set aside on its books.

         8.9 ENVIRONMENTAL MATTERS. No Loan Party (a) knows of any environmental
condition or circumstance, such as the presence or Release of any Hazardous
Substance, on any property presently or previously owned by any Loan Party and
any Subsidiary thereof that could reasonably be expected to be a Material
Adverse Event, (b) knows of any violation by any Loan Party, any Subsidiary
thereof of any Environmental Law, except for such violations that could not
reasonably be expected to be a Material Adverse Event, or (c) knows that any
Loan Party and any Subsidiary thereof is under any obligation to remedy any
violation of any Environmental Law, except for such obligations that could not
reasonably be expected to be a Material Adverse Event.

         8.10 EMPLOYEE BENEFIT PLANS. (a) No Employee Plan has incurred an
"accumulated funding deficiency" (as defined in Section 302 of ERISA and Section
412 of the Code), (b) no Loan Party or any Subsidiary or ERISA Affiliate thereof
has incurred material liability to the PBGC or with respect to an Employee Plan,
which liability is currently due and remains unpaid under Title IV of ERISA, (c)
each Employee Plan subject to ERISA and the Code complies in all material
respects, both in form and operation, with ERISA and the Code, (d) no ERISA
Event has occurred or is reasonably expected to occur with respect to any
Employee Plan or Multiemployer Plan which, individually or collectively with all
other ERISA Events then existing, could reasonably be expected to be a Material
Adverse Event, (e) the present value of all accrued benefits under each Employee
Plan (based on actuarial assumptions used for funding purposes in the most
recent actuarial valuation prepared by the Employee Plan's actuary with respect
to such Employee Plan) did not, as of the last annual actuarial valuation date
for such Employee Plan, exceed the then-current value of the assets of such
Employee Plan in such an amount which could reasonably be expected to result in
a Material Adverse Event, and (f) the present value of vested benefits under
each Employee Plan (based on PBGC actuarial assumptions used for plan
termination), does not exceed the value of the assets of such Employee Plan in
such an amount which could reasonably be expected to result in a Material
Adverse Event.

         8.11 PROPERTIES; LIENS. Each Loan Party has good and marketable title
to all its property reflected on the Current Financials and each of its
Subsidiaries has sufficient title to permit such Subsidiary to operate its
facilities. Except for Permitted Liens, there is no Lien on any property of any
Loan Party, and the execution, delivery, performance, or observance of the Loan
Documents will not require or result in the creation of any Lien on such
property.

         8.12 GOVERNMENT REGULATIONS. No Loan Party or Subsidiary thereof is
subject to regulation under the Investment Company Act of 1940, as amended, the
Public Utility Holding Company Act of 1935, as amended, the Federal Power Act,
as amended, or any other Law (other than Regulations T, U, and X of the Board of
Governors of the Federal Reserve System and the requirements of any public
service commission) which regulates the incurrence of Debt.

         8.13 TRANSACTIONS WITH AFFILIATES. No Loan Party or any Subsidiary
thereof is a party to a material transaction with any of its Affiliates
(excluding transactions between or among such Loan Parties or any Subsidiary
thereof), other than transactions upon fair and reasonable terms not materially
less favorable than such entity could obtain or could become entitled to in an
arm's-length transaction with a Person that was not its Affiliate.

         8.14 MATERIAL AGREEMENTS. No Loan Party or any Subsidiary thereof is in
default with respect to any material agreements, contracts, commitments, or
understandings which could reasonably be expected to be a Material Adverse
Event.

         8.15 INSURANCE. Each Loan Party and each Subsidiary thereof maintains,
with financially sound, responsible, and reputable insurance companies or
associations, insurance concerning its properties and

                                                          NBPLP CREDIT AGREEMENT

                                       28

<PAGE>



businesses against such casualties and contingencies and of such types and in
such amounts (and with co-insurance and deductibles) as is customary in the case
of same or similar businesses.

         8.16 COMPLIANCE WITH LAWS. No Loan Party or any Subsidiary thereof is
in violation of any Laws (including, without limitation, Environmental Laws),
other than such violations which could not, individually or collectively,
reasonably be expected to be a Material Adverse Event. No Loan Party or any
Subsidiary thereof has received notice alleging any noncompliance with any Laws,
except for such noncompliance which no longer exists, or which could not
reasonably be expected to be a Material Adverse Event.

         8.17 REGULATION U. "Margin Stock" (as defined in Regulation U)
constitutes less than 25% of those assets of the Loan Parties which are subject
to any limitation on sale, pledge, or other restrictions hereunder.

         8.18 FULL DISCLOSURE. All information heretofore furnished by any Loan
Party to any Lender or Administrative Agent in connection with the Loan
Documents was, and all such information hereafter furnished by any Loan Party to
any Lender or Administrative Agent will be, taken as a whole, true and accurate
in all material respects or based on reasonable estimates on the date as of
which such information is stated or certified.

         8.19 NO DEFAULT. No Default or Potential Default has occurred and is
continuing or will arise as a result of the execution of the Loan Documents or
of any Borrowing hereunder.

SECTION 9 AFFIRMATIVE COVENANTS. Borrower, and Guarantor, by its execution and
delivery of a Guaranty, covenants and agrees to perform, observe, and comply
with each of the following covenants from the Closing Date and so long
thereafter as Lenders are committed to fund Borrowings under this Agreement and
thereafter until the payment in full of the Principal Debt and payment in full
of all other interest, fees, and other amounts of the Obligation then due and
owing, unless Borrower receives a prior written consent to the contrary by
Administrative Agent as authorized by Required Lenders:

         9.1 USE OF PROCEEDS. Borrower shall, and shall cause each of its
Subsidiaries to, use the proceeds of Borrowings only for the purposes
represented in SECTION 8.1(a).

         9.2 BOOKS AND RECORDS. The Loan Parties shall, and shall cause each of
their Subsidiaries to, maintain books, records, and accounts necessary to
prepare financial statements in accordance with GAAP.

         9.3 ITEMS TO BE FURNISHED. Borrower shall cause the following to be
furnished to Administrative Agent for delivery to Lenders:

                  (a) Promptly after preparation, and no later than 60 days
         after the last day of each of the first three fiscal quarters of
         Borrower, (i) balance sheets and statements of earnings and cash flow
         ("FINANCIAL STATEMENTS") showing the consolidated financial condition
         and results of operations calculated for Borrower and its Subsidiaries,
         for such fiscal quarter and for the period from the beginning of the
         then-current fiscal year to such last day, (ii) Financial Statements
         showing the consolidating financial condition and results of operations
         calculated for Borrower and Intermediate Partnership, exclusive of any
         other Subsidiaries for such fiscal quarter and for the period from the
         beginning of the then-current fiscal year to such last day, and (iii) a
         statement reconciling the items of Debt and Capitalization as reported
         on the balance sheets contained in the financial statements described
         in clauses (i) and (ii) above; each accompanied by a Compliance
         Certificate.

                  (b) Promptly after preparation, and no later than 120 days
         after the last day of each fiscal year of Borrower, Financial
         Statements showing the consolidated financial condition and

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         results of operations calculated separately for Borrower, as of, and
         for the year ended on, such day, each accompanied by:

                           (i) the unqualified opinion of a firm of
                  nationally-recognized independent certified public
                  accountants, based on an audit using generally accepted
                  auditing standards, that such Financial Statements were
                  prepared in accordance with GAAP and present fairly the
                  consolidated financial condition and results of operations of
                  Borrower;

                           (ii) a Compliance Certificate.

                  (c) Promptly after preparation, and no later than 120 days
         after the last day of the fiscal year of the Borrower, (i) Financial
         Statements showing the consolidated financial condition and results of
         operations calculated for Borrower and its Subsidiaries for such fiscal
         year, (ii) Financial Statements showing the consolidating financial
         condition and results of operations calculated for Borrower and
         Intermediate Partnership, exclusive of any other Subsidiaries, for such
         fiscal year, and (iii) a statement reconciling the items of Debt and
         Capitalization as reported on the balance sheets contained in the
         financial statements described in clauses (i) and (ii) above, each
         accompanied by a Compliance Certificate.

                  (d) Promptly upon receipt thereof, and in any event within ten
         (10) Business Days after receipt thereof, copies of all auditor's
         annual management letters delivered to Borrower.

                  (e) Notice, promptly (but in any event within five (5)
         Business Days) after any Loan Party knows or has reason to know of (i)
         a Default or Potential Default specifying the nature thereof and what
         action any Loan Party or any Subsidiary thereof has taken, is taking,
         or proposes to take with respect thereto, or (ii) any other event or
         circumstance that results in, or could reasonably be expected to result
         in, a Material Adverse Event.

                  (f) Promptly after the filing thereof, a true, correct, and
         complete copy of each Form 10-K, Form 10-Q, and Form 8-K filed by or on
         behalf of any Loan Party or any Subsidiary thereof with the Securities
         and Exchange Commission, and of all material reports or filings filed
         by or on behalf of any Loan Party with any Governmental Authority.

                  (g) Promptly upon request therefor by Administrative Agent or
         Lenders, such information (not otherwise required to be furnished under
         the Loan Documents) respecting the business affairs, assets, and
         liabilities of the Loan Parties or Subsidiary thereof, and such
         opinions, certifications, and documents, in addition to those mentioned
         in this Agreement, as reasonably requested.

         9.4 INSPECTIONS. Upon reasonable notice, the Loan Parties shall allow,
and shall cause their Subsidiaries to allow, Administrative Agent or any Lender
(or their respective Representatives) to inspect any of their properties, to
review reports, files, and other records and to make and take away copies
thereof, to conduct tests or investigations, and to discuss any of their
respective affairs, conditions, and finances with other creditors, directors,
officers, employees, other representatives, and independent accountants of the
Loan Parties and their Subsidiaries, from time to time, during reasonable
business hours.

         9.5 TAXES. Each Loan Party (a) shall, and shall cause each of its
Subsidiaries to, promptly pay when due any and all Taxes other than Taxes the
applicability, amount, or validity of which is being contested in good faith by
lawful proceedings diligently conducted, and against which reserve or other
provision required by GAAP has been made, and in respect of which levy and
execution of any lien securing same have been and continue to be stayed.


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         9.6 PAYMENT OF OBLIGATIONS. Borrower shall pay the Obligation in
accordance with the terms and provisions of the Loan Documents. Each Loan Party
shall, and shall cause its Subsidiaries to, promptly pay (or renew and extend)
all of their respective material obligations as the same become due (unless such
obligations other than the Obligation are being contested in good faith by
appropriate proceedings).

         9.7 MAINTENANCE OF EXISTENCE, ASSETS, AND BUSINESS. Except as otherwise
permitted by SECTION 10.9, each Loan Party shall, and shall cause each of its
Subsidiaries to, at all times: (a) maintain its existence and good standing in
the jurisdiction of its organization and its authority to transact business in
all other jurisdictions where the nature of its business so requires; (b)
maintain all licenses, permits, and franchises necessary for the normal
business; (c) keep all of its assets which are useful in and necessary to its
business in good working order and condition (ordinary wear and tear excepted)
and make all necessary repairs thereto and replacements thereof; and (d) do all
things necessary to obtain, renew, extend, and continue in effect all
Authorizations which may at any time and from time to time be necessary for the
Loan Parties and Subsidiaries thereof to operate their businesses in compliance
with applicable Law; except in the case of each of CLAUSES (a) through (d),
where the failure to so renew, extend, or continue in effect could not
reasonably be expected to be a Material Adverse Event.

         9.8 COMPLIANCE WITH LAWS, ETC. The Loan Parties will comply, and will
cause each of its Subsidiaries to comply, in all material respects with all
applicable laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards except where the failure to so comply will not reasonably be
expected to cause a Material Adverse Event.

         9.9 INSURANCE. Each Loan Party will, and will cause each of its
Subsidiaries to, maintain or cause to be maintained with responsible insurance
companies insurance with respect to its properties and business against such
casualties and contingencies and of such types and in such amounts as is
consistent with prudent industry practice and will, upon request of the
Administrative Agent, furnish to each Lender at reasonable intervals a
certificate of insurance setting forth the nature and extent of all insurance
maintained by the Borrower in accordance with this Section.

         9.10 PRESERVATION AND PROTECTION OF RIGHTS. Each Loan Party shall
perform such acts and duly authorize, execute, acknowledge, deliver, file, and
record any additional agreements, documents, instruments, and certificates as
Administrative Agent or Required Lenders may reasonably deem necessary or
appropriate in order to preserve and protect the Rights of Administrative Agent
and Lenders under any Loan Document.

         9.11 PARI PASSU STATUS. Each Loan Party will ensure the claims and
rights of the Lenders against it under this Agreement and each other Loan
Document will not be subordinate to, and will rank at all times at least pari
passu with, all other unsecured Debt of such Loan Party.

         9.12 MAINTENANCE OF TAX STATUS. Borrower shall take all action
necessary to prevent Borrower, Intermediate Partnership or NBPC from being, and
will take no action which would have the effect of causing any of Borrower,
Intermediate Partnership or NBPC to be, treated as an association taxable as a
corporation or otherwise to be taxed as an entity for federal income tax
purposes.

SECTION 10    NEGATIVE COVENANTS. Borrower, and Guarantor, by its execution and
delivery of a Guaranty, covenants and agrees to perform, observe, and comply
with each of the following covenants from the Closing Date and so long
thereafter as Lenders are committed to fund Borrowings under this Agreement and
thereafter until the payment in full of the Principal Debt and payment in full
of all other interest, fees, and other amounts of the Obligation then due and
owing, unless Borrower receives a prior written consent to the contrary by
Administrative Agent as authorized by Required Lenders:


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<PAGE>



         10.1 DEBT AND GUARANTIES.

                  (a) No Loan Party shall, or permit any of its Subsidiaries
         (other than NBPC) to, directly, or indirectly, create, incur, or suffer
         to exist any direct, indirect or contingent liability for any
         obligations under Capital Leases in excess of $20,000,000 outstanding
         at any time in the aggregate; and

                  (b) No Subsidiary of Borrower shall, directly or indirectly,
         create, incur, or suffer to exist any direct, indirect, fixed, or
         contingent liability for any Debt, other than:

                           (i) The Obligation and Guaranties thereof;

                           (ii) Debt of Black Mesa Holdings, Inc. and Black Mesa
         Pipeline, Inc. existing on the Closing Date as described in SCHEDULE
         10.1 (but not renewals, extensions or increases in or of, such Debt);

                           (iii) Trade Debt for goods furnished or services
         rendered in the ordinary course of business and payable in accordance
         with customary trade terms that are not more than 90 days past due;

                           (iv) Endorsements of checks or drafts in the ordinary
         course of business;

                           (v) Debt of NBPC described on SCHEDULE 10.1 and other
         Debt of NBPC, so long as the NBPC Capitalization Ratio does not exceed
         0.65 to 1.0;

                           (vi) Other Debt of Subsidiaries other than NBPC which
         does not exceed $25,000,000 outstanding at any time in the aggregate;
         and

                           (vii) Debt of Subsidiaries resulting from loans made
         by Borrower to Intermediate Partnership, loans by Intermediate
         Partnership to another Subsidiary or other loans by a Subsidiary to
         another Subsidiary; provided, however, that any Debt of Intermediate
         Partnership resulting from loans made by any Subsidiary to Intermediate
         Partnership shall be subordinated on terms and conditions satisfactory
         to Administrative Agent and the Required Lenders in right of payment to
         its obligations under the Guaranty;


provided, however, no Debt otherwise permitted by clauses (a) or (b) shall be
permitted if, after giving effect to the incurrence thereof, any Default or
Potential Default shall have occurred and be continuing.

         10.2 LIENS. No Loan Party shall, or permit any of its Subsidiaries
(except NBPC) to, directly or indirectly, create, incur, or suffer or permit to
be created or incurred or to exist any Lien upon any of its assets, except:

                  (a) Liens existing as a result of any Capital Lease, to the
         extent permitted pursuant to SECTION 10.1;

                  (b) Liens for taxes, assessments or other governmental charges
         or levies not at the time delinquent or thereafter payable without
         penalty or being diligently contested in good faith by appropriate
         proceedings and for which adequate reserves in accordance with GAAP
         shall have been set aside on its books;

                  (c) Liens of carriers, operators, warehousemen, mechanics,
         materialmen and landlords, and statutory Liens of producers of
         hydrocarbons, incurred in the ordinary course of business for sums not
         overdue or being diligently contested in good faith by appropriate
         proceedings and for which adequate reserves in accordance with GAAP
         shall have been set aside on its books;


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<PAGE>



                  (d) Deposits in the ordinary course of business in connection
         with workmen's compensation, unemployment insurance or other forms of
         governmental insurance or benefits, or to secure performance of
         tenders, statutory obligations, leases and contracts (other than for
         borrowed money) entered into in the ordinary course of business or to
         secure obligations on surety or appeal bonds; and

                  (e) Judgment Liens in existence less than 30 days after the
         entry thereof or with respect to which execution has been stayed or the
         payment of which is covered in full (subject to a customary deductible)
         by insurance maintained with responsible insurance companies.

         10.3 TRANSACTIONS WITH AFFILIATES. No Loan Party shall, or permit any
of its Subsidiaries to, enter into any transaction with any of its Affiliates,
other than transactions upon fair and reasonable terms not less favorable than
such Loan Party or Subsidiary could obtain or could become entitled to in an
arm's-length transaction with a Person that was not its Affiliate.

         10.4 ASSIGNMENT. No Loan Party shall assign or transfer any of its
Rights, duties, or obligations under any of the Loan Documents.

         10.5 GOVERNMENT REGULATIONS. No Loan Party will conduct its business in
such a way that it will become subject to regulation under the Investment
Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935,
as amended, the Federal Power Act, as amended, or any other Law (other than
Regulations T, U, and X of the Board of Governors of the Federal Reserve System)
which regulates the incurrence of Debt.

         10.6 MERGERS; SALE OF ASSETS.

                  (a) No Loan Party will, nor will it permit any Subsidiary to,
         merge into or consolidate with any other Person, or permit any other
         Person to merge into or consolidate with it, or sell, transfer, lease
         or otherwise dispose of (in one transaction or in a series of
         transactions) all (or substantially all) of its assets, or all or
         substantially all of the stock of or other equity interest in any of
         its Subsidiaries (in each case, whether now owned or hereafter
         acquired), unless: (i) at the time thereof and immediately after giving
         effect thereto no Default or Potential Default shall have occurred and
         be continuing, (ii) if the Borrower is involved in any such
         transaction, the Borrower is the surviving entity or the recipient of
         any such sale, transfer, lease or other disposition of assets, and if
         any other Loan Party is involved in any such transaction a Loan Party
         is the surviving entity or the recipient of any such sale, transfer,
         lease or other disposition of assets; provided, however, that in no
         event shall any such merger, consolidation, sale, transfer, lease or
         other disposition whether or not otherwise permitted by this SECTION
         10.6 have the effect of releasing any Loan Party from any of its
         obligations and liabilities under this Agreement. The Loan Parties will
         not permit NBPC to merge or consolidate with or into any other Person,
         or sell, assign, lease or otherwise dispose of (whether in one
         transaction or in a series of transactions) all or substantially all of
         its business and assets (whether now owned or hereafter acquired) to,
         any Person, except pursuant to Section 14 or Section 15 (to the extent
         it applies to a merger pursuant to Section 14) of NBPC's Partnership
         Agreement.

                  (b) The Loan Parties shall not permit NBPC to lease, sell or
         otherwise dispose of its assets to any other Person except: (i) sales
         of inventory and other assets in the ordinary course of business, (ii)
         leases, sales or other dispositions of its assets that, together with
         all other assets of NBPC previously leased, sold or disposed of (other
         than disposed of pursuant to this SECTION 10.6(b)) during the
         twelve-month period ending with the month in which any such lease, sale
         or other disposition occurs, do not constitute a substantial portion of
         the assets of NBPC, (iii) sales of assets which are concurrently leased
         back, and (iv) dispositions of assets which are obsolete or no longer
         used or useful in the business of NBPC.

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<PAGE>




         10.7 LOAN AND INVESTMENTS. Borrower shall not purchase or acquire or
make any commitment therefor, any capital stock, equity interest, or any
obligations or other securities of, or any interest in, any Person, or commit to
make any Acquisitions, or make or commit to make any advance, loan, extension of
credit or capital contribution to or any other investment in, any Person
including any Affiliate of the Company (together, "Investments"), except for:

                  (a) Investments held by Borrower in the form of cash
         equivalents or short-term marketable securities; and

                  (b) Investments in and through Intermediate Partnership
         permitted by SECTION 10.9.

         10.8 DISTRIBUTIONS. Borrower will not declare, pay or make any
distribution (in cash, property or obligations) on any interests (now or
hereafter outstanding) in Borrower or apply any of its funds, property or assets
to the purchase of any partnership interests in Borrower; provided, that at any
time during which no Default or Potential Default is outstanding, Borrower (a)
may make distributions on the Limited Partnership Units and General Partners'
interests in accordance with the Partnership Agreement and (b) may purchase its
partnership interests provided that the aggregate purchase price therefor does
not exceed $20 million in the aggregate during the term of this Agreement.

         10.9 LIMITATION ON BUSINESS ACTIVITIES. Borrower shall not engage in
any business activity except the ownership of a limited partner interest in
Intermediate Partnership and such activities as may be incidental or related
thereto. Intermediate Partnership shall not, and the Loan Parties shall not
permit any of their Subsidiaries to, engage, directly or indirectly, in any
business activity except (a) existing business activities consisting of the
ownership and operation of natural gas and coal pipelines, the extension and
expansion of such pipelines and related facilities, services related to
transportation and marketing of natural gas and coal and such activities as may
be incidental or related to the aforementioned and (b) new business activities
in the area of exploration, development, production, processing, refining,
transportation or marketing of gas, oil, coal or products thereof, provided the
gross income of such activities allows Borrower to meet the exception in Section
7704 of the Code.

         10.10 CERTAIN AMENDMENTS TO CASH DISTRIBUTION POLICIES AND PARTNERSHIP
AGREEMENTS. Each Loan Party agrees that it shall not consent to, vote in favor
of or permit any amendment of (a) the cash distribution policies of NBPC or
Intermediate Partnership in any manner which would result in a Material Adverse
Event with respect to any Loan Party or materially adversely affect the rights
and remedies of the Lenders under and in connection with this Agreement, the
Notes or any other Loan Document; or (b) the Partnership Agreement, the Northern
Border Partnership Agreement or the Intermediate Partnership Agreement in any
manner which would (i) have a material adverse effect on the rights and remedies
of the Lenders under and in connection with this Agreement, the Notes or any
other Loan Document; or (ii) result in a Material Adverse Event.

         10.11 RESTRICTIVE AGREEMENTS, ETC. No Loan Party will, nor will it
permit any of its Material Subsidiaries to, enter into any agreement restricting
the ability of any Material Subsidiary to make any payments, directly or
indirectly, to a Loan Party by way of distributions, advances, repayments of
loans or advances, reimbursements of management and other intercompany charges,
expenses and accruals or other returns on investments, or any other agreement or
arrangement which restricts the ability of any such Subsidiary to make any
payment, directly or indirectly, to a Loan Party or to guarantee Debt of a Loan
Party.

         10.12 EMPLOYEE BENEFIT PLANS. No Loan Party shall, or shall permit any
of its ERISA Affiliates to, permit any of the events or circumstances described
in SECTION 8.10 to exist or occur.

         10.13 CAPITALIZATION RATIO. Borrower and Intermediate Partnership
(unconsolidated with other subsidiaries) shall never permit the Capitalization
Ratio to be greater than thirty-five percent (35%).


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<PAGE>




SECTION 11    DEFAULT. The term "DEFAULT" means the occurrence of any one or
more of the following events:

         11.1 PAYMENT OF OBLIGATION. The failure of Borrower to pay (a) any
amount of principal of any Borrowing or any reimbursement obligation in respect
of a drawing under an LC when the same becomes due (whether by its terms, by
acceleration, or as otherwise provided in the Loan Documents); or (b) within
five (5) days after the same becomes due, any interest, fee or any other amount
payable hereunder or under any other Loan Document.

         11.2 COVENANTS. The failure or refusal of Borrower (and, if applicable,
any other Loan Party or Subsidiary of any Loan Party) to punctually and properly
perform, observe, and comply with:

                  (a) Any covenant, agreement, or condition contained in
         SECTIONS 10.1 through 10.13; and

                  (b) Any other covenant, agreement, or condition contained in
         any Loan Document (other than the covenants to pay the Obligation set
         forth in SECTION 11.1 and the covenants in SECTION 11.2(a)), and such
         failure or refusal continues for 30 days after the earlier of (i) the
         date upon which a Responsible Officer (or, in the case of a failure or
         refusal of Guarantor to perform, observe or comply, an officer of
         Guarantor) knew or reasonably should have known of such failure or
         refusal, or (ii) the date upon which written notice thereof is given to
         Borrower (or, if applicable, Guarantor) by the Administrative Agent or
         any Bank.

         11.3 DEBTOR RELIEF. Any Loan Party or any Material Subsidiary thereof
(a) fails to pay, or admits in writing its inability to pay its Debts generally
as they become due, (b) voluntarily seeks, consents to, or acquiesces in the
benefit of any Debtor Relief Law, other than as a creditor or claimant, or (c)
becomes a party to or is made the subject of any proceeding provided for by any
Debtor Relief Law, other than as a creditor or claimant, (unless, in the event
such proceeding is involuntary, the petition instituting same is dismissed
within 60 days after its filing).

         11.4 JUDGMENTS AND ATTACHMENTS. Any Loan Party or any Material
Subsidiary thereof fails, within 60 days after entry, to pay, bond, or otherwise
discharge any judgment or order for the payment of money in excess of
$15,000,000 (individually or collectively) or any warrant of attachment,
sequestration, or similar proceeding against any of their respective assets
having a value (individually or collectively) of $15,000,000 which is not stayed
on appeal.

         11.5 MISREPRESENTATION. Any representation or warranty made herein or
in any Loan Document shall at any time prove to have been incorrect in any
material respect when made.

         11.6 CHANGE OF CONTROL. A Change of Control shall occur.

         11.7 DEFAULT UNDER OTHER DEBT AND AGREEMENTS.

                  (a) A default shall occur in the payment when due (subject to
         any applicable grace period), whether by acceleration or otherwise, of
         any Debt (other than Debt described in SECTION 11.1) of any Loan Party
         or any of its Subsidiaries having a principal amount (including undrawn
         or committed or available amounts), individually or in the aggregate,
         in excess of $15,000,000, or a default shall occur in the performance
         or observance of any obligation or condition with respect to such Debt,
         or any other event shall occur or condition exist under any agreement
         relating to such Debt the effect of which default, condition or event
         is to cause, or to permit the holder or holders of such Debt (or any
         trustee or agent for such holders) to cause (with the giving of notice
         if required or lapse of time or both), such Debt to become due and
         payable prior to its expressed maturity

                                                          NBPLP CREDIT AGREEMENT

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<PAGE>



         (whether by acceleration, redemption, repurchase or otherwise);
         provided, that no Default will result from a Rating Decline Offer, or
         the event causing such offer, under Borrower's 8-7/8% Senior Notes due
         2010 (the "SENIOR NOTES") unless one or more holders of Senior Note(s)
         elect to exercise its or their rights to have all or any portion of
         their Senior Notes repurchased by Borrower (as used herein Rating
         Decline Offer has the meaning assigned in Borrower's Indenture for the
         8-7/8% Senior Notes due 2010); or

                  (b) A Loan Party or any of its Subsidiaries shall: (i) default
         in making any payment, delivery or exchange, or in the performance of
         any of its other obligations, under one or more agreements or
         instruments (individually or collectively) governing or otherwise
         relating to one or more Derivative Transactions, which default shall
         have resulted in early termination, liquidation or other similar
         payments in an aggregate amount in excess of $15,000,000 becoming, or
         becoming capable at such time (after giving effect to any applicable
         notice requirement or grace period) of being declared or designated,
         due and payable by a Loan Party, or one or more of its Subsidiaries; or
         (ii) default (after giving effect to any applicable notice requirement
         or grace period) in making any payment or delivery due on the last
         payment, delivery or exchange date of, or on the early termination or
         liquidation of, one or more Derivative Transactions and such default
         relates to one or more payments or deliveries of cash or property
         having an aggregate value in excess of $15,000,000.

         11.8 EMPLOYEE BENEFIT PLANS. (a) Any Loan Party or ERISA Affiliate
shall fail to pay when due an amount or amounts for which it is liable under
Title IV of ERISA, which aggregate unpaid amounts for all such entities exceed
$15,000,000 in the aggregate; or (b) an ERISA Event shall occur or exist with
respect to any Employee Plan or Multiemployer Plan, and as a result of such
ERISA Event and all other ERISA Events then-existing, the aggregate liabilities
incurred (or in the reasonable judgment of Required Lenders, likely to be
incurred) of the Loan Parties and the ERISA Affiliates to any Employee Plan,
Multiemployer Plan, or the PBGC (or any combination thereof) shall exceed
$15,000,000.

         11.9 VALIDITY AND ENFORCEABILITY OF LOAN DOCUMENTS. Any Loan Document
shall, at any time after its execution and delivery and for any reason, cease to
be in full force and effect in any material respect or be declared to be null
and void (other than in accordance with the terms hereof or thereof) or the
validity or enforceability thereof be contested by any Loan Party thereto or any
Loan Party shall deny in writing that it has any or any further liability or
obligations under any Loan Document to which it is a party.

         11.10 ENVIRONMENTAL LIABILITY. If any event or condition shall occur or
exist with respect to any activity or substance regulated under the
Environmental Law and, as a result of such event or condition, any Loan Party or
any of their respective Subsidiaries shall have incurred or in the opinion of
the Required Lenders will be reasonably likely to incur a liability in excess of
$15,000,000 during any consecutive twelve (12) month period.

         11.11 DISSOLUTION. Any Loan Party or NBPC shall dissolve, liquidate, or
otherwise terminate their existence.

SECTION 12    RIGHTS AND REMEDIES.

         12.1 REMEDIES UPON DEFAULT.

                  (a) Debtor Relief. If a Default exists under SECTION 11.3(b)
         or 11.3(c), the commitment to extend credit hereunder shall
         automatically terminate and the entire unpaid balance of the Obligation
         shall automatically become due and payable without any action or notice
         of any kind whatsoever.



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<PAGE>



                  (b) Other Defaults. If any Default exists, Administrative
         Agent may (and, subject to the terms of SECTION 13, shall upon the
         request of Required Lenders) or Required Lenders may, do any one or
         more of the following: (i) if the maturity of the Obligation has not
         already been accelerated under SECTION 12.1(a), declare the entire
         unpaid balance of the Obligation, or any part thereof, immediately due
         and payable, whereupon it shall be due and payable; (ii) terminate the
         commitments of Lenders to extend credit hereunder; (iii) reduce any
         claim to judgment; (iv) to the extent permitted by Law, exercise (or
         request each Lender to, and each Lender shall be entitled to, exercise)
         the Rights of offset or banker's Lien against the interest of each Loan
         Party in and to every account and other property of any Loan Party
         which are in the possession of Administrative Agent or any Lender to
         the extent of the full amount of the Obligation (to the extent
         permitted by Law, each Loan Party being deemed directly obligated to
         each Lender in the full amount of the Obligation for such purposes);
         and (v) exercise any and all other legal or equitable Rights afforded
         by the Loan Documents, the Laws of the State of Texas, or any other
         applicable jurisdiction as Administrative Agent or Required Lenders (as
         the case may be) shall deem appropriate, or otherwise, including, but
         not limited to, the Right to bring suit or other proceedings before any
         Governmental Authority either for specific performance of any covenant
         or condition contained in any of the Loan Documents or in aid of the
         exercise of any Right granted to Administrative Agent or any Lender in
         any of the Loan Documents.

         12.2 LOAN PARTY WAIVERS. To the extent permitted by Law, the Loan
Parties hereby waive presentment and demand for payment, protest, notice of
intention to accelerate, notice of acceleration, and notice of protest and
nonpayment, and agree that their respective liability with respect to the
Obligation (or any part thereof) shall not be affected by any renewal or
extension in the time of payment of the Obligation (or any part thereof), by any
indulgence, or by any release or change in any security for the payment of the
Obligation (or any part thereof).

         12.3 PERFORMANCE BY ADMINISTRATIVE AGENT. If any covenant, duty, or
agreement of any Loan Party is not performed in accordance with the terms of the
Loan Documents, after the occurrence and during the continuance of a Default,
Administrative Agent may, at its option (but subject to the approval of Required
Lenders), perform or attempt to perform such covenant, duty, or agreement on
behalf of such Loan Party. In such event, any amount expended by Administrative
Agent in such performance or attempted performance shall be payable by the Loan
Parties, jointly and severally, to Administrative Agent on demand, shall become
part of the Obligation, and shall bear interest at the Default Rate from the
date of such expenditure by Administrative Agent until paid. Notwithstanding the
foregoing, it is expressly understood that Administrative Agent does not assume,
and shall never have, except by its express written consent, any liability or
responsibility for the performance of any covenant, duty, or agreement of any
Loan Party.

         12.4 DELEGATION OF DUTIES AND RIGHTS. Lenders may perform any of their
duties or exercise any of their Rights under the Loan Documents by or through
their respective Representatives.

         12.5 NOT IN CONTROL. Nothing in any Loan Document shall, or shall be
deemed to (a) give any Agent or any Lender the Right to exercise control over
the assets (including real property), affairs, or management of any Loan Party
or any Subsidiary thereof, (b) preclude or interfere with compliance by any Loan
Party or any Subsidiary thereof with any Law, or (c) require any act or omission
by any Loan Party or any Subsidiary thereof that may be harmful to Persons or
property. Any "Material Adverse Event" or other materiality qualifier in any
representation, warranty, covenant, or other provision of any Loan Document is
included for credit documentation purposes only and shall not, and shall not be
deemed to, mean that any Agent or any Lender acquiesces in any non-compliance by
any Loan Party or any Subsidiary thereof with any Law or document, or that any
Agent or any Lender does not expect the Loan Parties and their respective
Subsidiaries to promptly, diligently, and continuously carry out all appropriate
removal, remediation, and termination activities required or appropriate in
accordance with all Environmental Laws. The Agents and the Lenders have no
fiduciary relationship with or fiduciary duty to any Loan Party or any
Subsidiary thereof arising out of or in connection with the Loan Documents, and
the relationship between the Agents and the Lenders, on the one hand, and Loan
Parties, on the other hand, in connection with the Loan Documents is

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solely that of debtor and creditor. The power of the Agents and Lenders under
the Loan Documents is limited to the Rights provided in the Loan Documents,
which Rights exist solely to assure payment and performance of the Obligation
and may be exercised in a manner calculated by the Agents and Lenders in their
respective good faith business judgment.

         12.6 COURSE OF DEALING. The acceptance by Administrative Agent or
Lenders at any time and from time to time of partial payment on the Obligation
shall not be deemed to be a waiver of any Default then existing. No waiver by
Administrative Agent, Required Lenders, or Lenders of any Default shall be
deemed to be a waiver of any other then-existing or subsequent Default. No delay
or omission by Administrative Agent, Required Lenders, or Lenders in exercising
any Right under the Loan Documents shall impair such Right or be construed as a
waiver thereof or any acquiescence therein, nor shall any single or partial
exercise of any such Right preclude other or further exercise thereof, or the
exercise of any other Right under the Loan Documents or otherwise.

         12.7 CUMULATIVE RIGHTS. All Rights available to Administrative Agent
and Lenders under the Loan Documents are cumulative of and in addition to all
other Rights granted to Administrative Agent and Lenders at law or in equity,
whether or not the Obligation is due and payable and whether or not
Administrative Agent or Lenders have instituted any suit for collection,
foreclosure, or other action in connection with the Loan Documents.

         12.8 APPLICATION OF PROCEEDS. Any and all proceeds ever received by
Administrative Agent or Lenders from the exercise of any Rights pertaining to
the Obligation shall be applied to the Obligation in the order and manner set
forth in SECTION 3.12.


         12.9 CERTAIN PROCEEDINGS. Each Loan Party will promptly execute and
deliver, or cause the execution and delivery of, all applications, certificates,
instruments, registration statements, and all other documents and papers
Administrative Agent or Lenders may reasonably request in connection with the
obtaining of any consent, approval, registration, qualification, permit,
license, or Authorization of any Governmental Authority or other Person
necessary or appropriate for the effective exercise of any Rights under the Loan
Documents.

         12.10 EXPENDITURES BY LENDERS. Borrower shall promptly pay within
fifteen (15) Business Days after request therefor (a) all reasonable costs,
fees, and expenses paid or incurred by Administrative Agent and Arranger,
incident to any Loan Document (including, but not limited to, the reasonable
fees and expenses of counsel to Administrative Agent and Arranger in connection
with the negotiation, preparation, delivery, execution, coordination and
administration of the Loan Documents and any related amendment, waiver, or
consent) and (b) all costs and expenses of Lenders and Administrative Agent
incurred by Administrative Agent or any Lender in connection with the
enforcement of the obligations of any Loan Party arising under the Loan
Documents (including, without limitation, costs and expenses incurred in
connection with any workout or bankruptcy) or the exercise of any Rights arising
under the Loan Documents (including, but not limited to, reasonable attorneys'
fees, court costs and other costs of collection), all of which shall be a part
of the Obligation and shall bear interest at the Default Rate from the date due
until the date repaid.

         12.11 INDEMNIFICATION. BORROWER AND EACH OTHER LOAN PARTY (BY EXECUTION
OF A GUARANTY) AGREES TO INDEMNIFY AND HOLD HARMLESS EACH AGENT, ARRANGER, AND
EACH LENDER AND EACH OF THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, AND ADVISORS (EACH, AN
"INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES,
LIABILITIES (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LIABILITIES),
COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) THAT MAY BE
INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED PARTY, IN EACH CASE
ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF (INCLUDING, WITHOUT
LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR
PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE LOAN DOCUMENTS, ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL

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<PAGE>
OR PROPOSED USE OF THE PROCEEDS OF THE BORROWINGS (INCLUDING ANY OF THE
FOREGOING ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY), EXCEPT TO THE
EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A
FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE
RESULTED FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IN THE CASE OF AN INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE
INDEMNITY IN THIS SECTION 12.11 APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE
WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE
BORROWER, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR
ANY OTHER PERSON OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. BORROWER
AND EACH OTHER LOAN PARTY (BY EXECUTION OF A GUARANTY) AGREE NOT TO ASSERT ANY
CLAIM AGAINST ANY INDEMNIFIED PARTY ON ANY THEORY OF LIABILITY, FOR SPECIAL,
INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE
RELATING TO THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR
THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE BORROWINGS. WITHOUT PREJUDICE
TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER OR GUARANTORS HEREUNDER,
THE AGREEMENTS AND OBLIGATIONS OF THE LOAN PARTIES CONTAINED IN THIS SECTION
12.11 SHALL SURVIVE THE PAYMENT IN FULL OF THE BORROWINGS AND ALL OTHER AMOUNTS
PAYABLE UNDER THE LOAN DOCUMENTS.

SECTION 13    AGREEMENT AMONG LENDERS.

         13.1 ADMINISTRATIVE AGENT.

                  (a) Appointment of Administrative Agent. Each Lender hereby
         appoints Bank of America, N.A. (and Bank of America, N.A. hereby
         accepts such appointment) as its nominee and agent, in its name and on
         its behalf: (i) to act as nominee for and on behalf of such Lender in
         and under all Loan Documents; (ii) to arrange the means whereby the
         funds of Lenders are to be made available to Borrower under the Loan
         Documents; (iii) to take such action as may be requested by any Lender
         under the Loan Documents (when such Lender is entitled to make such
         request under the Loan Documents and after such requesting Lender has
         obtained the concurrence of such other Lenders as may be required under
         the Loan Documents); (iv) to receive all documents and items to be
         furnished to Lenders under the Loan Documents; (v) to timely
         distribute, and Administrative Agent agrees to so distribute, to each
         Lender all material information, requests, documents, and items
         received from Borrower under the Loan Documents; (vi) to promptly
         distribute to each Lender its ratable part of each payment or
         prepayment (whether voluntary, as proceeds of collateral upon or after
         foreclosure, as proceeds of insurance thereon, or otherwise) in
         accordance with the terms of the Loan Documents; (vii) to deliver to
         the appropriate Persons requests, demands, approvals, and consents
         received from Lenders; and (viii) to execute, on behalf of Lenders,
         such releases or other documents or instruments as are permitted by the
         Loan Documents or as directed by Lenders from time to time; provided,
         however, Administrative Agent shall not be required to take any action
         which exposes Administrative Agent to personal liability or which is
         contrary to the Loan Documents or applicable Law.

                  (b) Resignation of Administrative Agent; Successor
         Administrative Agents. Administrative Agent may resign at any time as
         Administrative Agent under the Loan Documents by giving written notice
         thereof to Lenders and to Borrower. Should the initial or any successor
         Administrative Agent ever cease to be a party hereto or should the
         initial or any successor Administrative Agent ever resign as
         Administrative Agent, then Required Lenders shall elect the successor
         Administrative Agent from among the Lenders (other than the resigning
         Administrative Agent). Unless a Default or Potential Default has
         occurred and is continuing, such successor Administrative Agent shall
         be subject to Borrower's approval, which approval shall not be
         unreasonably withheld or delayed. If no successor Administrative Agent
         shall have been so appointed by Required Lenders, within 30 days after
         the retiring Administrative Agent's giving of notice of resignation,
         then the retiring Administrative Agent may, on behalf of Lenders,
         appoint a
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<PAGE>



         successor Administrative Agent, which shall be a commercial bank having
         a combined capital and surplus of at least $1,000,000,000. Upon the
         acceptance of any appointment as Administrative Agent under the Loan
         Documents by a successor Administrative Agent, such successor
         Administrative Agent shall thereupon succeed to and become vested with
         all the Rights of the retiring Administrative Agent, and the retiring
         Administrative Agent shall be discharged from its duties and
         obligations of Administrative Agent under the Loan Documents, and each
         Lender shall execute such documents as any Lender may reasonably
         request to reflect such change in and under the Loan Documents. After
         any retiring Administrative Agent's resignation as Administrative Agent
         under the Loan Documents, the provisions of this SECTION 13 shall inure
         to its benefit as to any actions taken or omitted to be taken by it
         while it was Administrative Agent under the Loan Documents.

                  (c) Administrative Agent as a Lender; Non-Fiduciary.
         Administrative Agent, in its capacity as a Lender, shall have the same
         Rights under the Loan Documents as any other Lender and may exercise
         the same as though it were not acting as Administrative Agent; the term
         "Lender" shall, unless the context otherwise indicates, include
         Administrative Agent hereunder; and any resignation, or removal of by
         Administrative Agent hereunder shall not impair or otherwise affect any
         Rights which it has or may have in its capacity as an individual
         Lender. Each Lender and Borrower agree that Administrative Agent is not
         a fiduciary for Lenders or for Borrower but simply is acting in the
         capacity described herein to alleviate administrative burdens for both
         Borrower and Lenders, that Administrative Agent has no duties or
         responsibilities to Lenders or Borrower except those expressly set
         forth herein, and that Administrative Agent in its capacity as a Lender
         has all Rights of any other Lender.

                  (d) Other Activities of Administrative Agent. Administrative
         Agent and its Affiliates may now or hereafter be engaged in one or more
         loan, letter of credit, leasing, or other financing transactions with
         Borrower, act as trustee or depositary for Borrower, or otherwise be
         engaged in other transactions with Borrower (collectively, the "OTHER
         ACTIVITIES") not the subject of the Loan Documents. Without limiting
         the Rights of Lenders specifically set forth in the Loan Documents,
         Administrative Agent and its Affiliates shall not be responsible to
         account to Lenders for such other activities, and no Lender shall have
         any interest in any other activities, any present or future guaranties
         by or for the account of Borrower which are not contemplated or
         included in the Loan Documents, any present or future offset exercised
         by Administrative Agent and its Affiliates in respect of such other
         activities, any present or future property taken as security for any
         such other activities, or any property now or hereafter in the
         possession or control of Administrative Agent or its Affiliates which
         may be or become security for the obligations of Borrower arising under
         the Loan Documents by reason of the general description of indebtedness
         secured or of property contained in any other agreements, documents or
         instruments related to any such other activities; provided that, if any
         payments in respect of such guaranties or such property or the proceeds
         thereof shall be applied to reduction of the Obligation arising under
         the Loan Documents, then each Lender shall be entitled to share in such
         application ratably.

         13.2 EXPENSES. Upon demand by Administrative Agent, each Lender shall
pay its ratable portion of any expenses (including, without limitation, court
costs, attorneys' fees, and other costs of collection) incurred by
Administrative Agent in connection with any of the Loan Documents if and to the
extent Administrative Agent does not receive reimbursement therefor from other
sources within 60 days after incurred; provided that, each Lender shall be
entitled to receive its ratable portion of any reimbursement for such expenses,
or part thereof, which Administrative Agent subsequently receives from such
other sources.

         13.3 PROPORTIONATE ABSORPTION OF LOSSES. Except as otherwise provided
in the Loan Documents, nothing in the Loan Documents shall be deemed to give any
Lender any advantage over any other Lender insofar as the Obligation arising
under the Loan Documents is concerned, or to relieve any Lender from absorbing
its ratable portion of any losses sustained with respect to the Obligation
(except to

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<PAGE>



the extent such losses result from unilateral actions or inactions of any Lender
that are not made in accordance with the terms and provisions of the Loan
Documents).

         13.4 DELEGATION OF DUTIES; RELIANCE. Administrative Agent may perform
any of its duties or exercise any of its Rights under the Loan Documents by or
through its Representatives. Administrative Agent and its Representatives shall
(a) be entitled to rely upon (and shall be protected in relying upon) any
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telecopy, telegram, telex or teletype message, statement, order, or other
documents or conversation believed by it or them to be genuine and correct and
to have been signed or made by the proper Person and, with respect to legal
matters, upon opinion of counsel selected by Administrative Agent, (b) be
entitled to deem and treat each Lender as the owner and holder of the Obligation
owed to such Lender for all purposes until, subject to SECTION 14.13, written
notice of the assignment or transfer thereof shall have been given to and
received by Administrative Agent (and any request, authorization, consent, or
approval of any Lender shall be conclusive and binding on each subsequent
holder, assignee, or transferee of the Obligation owed to such Lender or portion
thereof until such notice is given and received), (c) not be deemed to have
notice of the occurrence of a Default or Potential Default unless a responsible
officer of Administrative Agent, who handles matters associated with the Loan
Documents and transactions thereunder, has received written notice from a Lender
or Borrower and stating that such notice is a "Notice of Default," and (d) be
entitled to consult with legal counsel (including counsel for Borrower),
independent accountants, and other experts selected by Administrative Agent and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts.

         13.5 LIMITATION OF LIABILITY.

                  (a) General. Neither the Administrative Agent nor any of its
         Representatives shall be liable for any action taken or omitted to be
         taken by it under the Loan Documents in good faith and reasonably
         believed by it to be within the discretion or power conferred upon it
         by the Loan Documents or be responsible for the consequences of any
         error of judgment, except for fraud, gross negligence, or willful
         misconduct; and neither the Administrative Agent nor any of its
         Representatives has a fiduciary relationship with any Lender by virtue
         of the Loan Documents (provided that, nothing herein shall negate the
         obligation of Administrative Agent to account for funds received by it
         for the account of any Lender).

                  (b) Non-Discretionary Actions. Indemnification. Unless
         indemnified to its satisfaction against loss, cost, liability, and
         expense, the Administrative Agent shall not be compelled to do any act
         under the Loan Documents or to take any action toward the execution or
         enforcement of the powers thereby created or to prosecute or defend any
         suit in respect of the Loan Documents. If Administrative Agent requests
         instructions from Lenders or Required Lenders, as the case may be, with
         respect to any act or action (including, but not limited to, any
         failure to act) in connection with any Loan Document, Administrative
         Agent shall be entitled (but shall not be required) to refrain (without
         incurring any liability to any Person by so refraining) from such act
         or action unless and until it has received such instructions. Except
         where action of Required Lenders or all Lenders is required in the Loan
         Documents, Administrative Agent may act hereunder in its own discretion
         without requesting instructions. In no event, however, shall
         Administrative Agent or any of its respective Representatives be
         required to take any action which it or they determine could incur for
         it or them criminal or onerous civil liability. Without limiting the
         generality of the foregoing, no Lender shall have any right of action
         against Administrative Agent as a result of Administrative Agent's
         acting or refraining from acting hereunder in accordance with the
         instructions of Required Lenders (or all Lenders if required in the
         Loan Documents).

                  (c) Independent Credit Decision. Neither Administrative Agent
         nor any other Agent shall be responsible in any manner to any Lender or
         any Participant for, and each Lender represents and warrants that it
         has not relied upon Administrative Agent or any other Agent in respect
         of, (i) the

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         creditworthiness of any Loan Party and the risks involved to such
         Lender, (ii) the effectiveness, enforceability, genuineness, validity,
         or the due execution of any Loan Document, (iii) any representation,
         warranty, document, certificate, report, or statement made therein or
         furnished thereunder or in connection therewith, or (iv) observation of
         or compliance with any of the terms, covenants, or conditions of any
         Loan Document on the part of any Loan Party. Each Lender agrees to
         indemnify Administrative Agent and its respective Representatives and
         hold them harmless from and against (but limited to such Lender's Pro
         Rata Part of) any and all liabilities, obligations, losses, damages,
         penalties, actions, judgments, suits, costs, expenses, and
         disbursements of any kind or nature whatsoever which may be imposed on,
         asserted against, or incurred by them in any way relating to or arising
         out of the Loan Documents or any action taken or omitted by them under
         the Loan Documents (INCLUDING ANY OF THE FOREGOING ARISING FROM THE
         NEGLIGENCE OF ADMINISTRATIVE AGENT OR ITS REPRESENTATIVES), to the
         extent Administrative Agent and its respective Representatives are not
         reimbursed for such amounts by any Loan Party (provided that,
         Administrative Agent and its respective Representatives shall not have
         the right to be indemnified hereunder for its or their own fraud, gross
         negligence, or willful misconduct).

         13.6 DEFAULT.

                  (a) Upon the occurrence and continuance of a Default, Lenders
         agree to promptly confer in order that Required Lenders or Lenders, as
         the case may be, may agree upon a course of action for the enforcement
         of the Rights of Lenders; and Administrative Agent shall be entitled to
         refrain from taking any action (without incurring any liability to any
         Person for so refraining) unless and until Administrative Agent shall
         have received instructions from Required Lenders. All Rights of action
         under the Loan Documents, if any, hereunder may be enforced by
         Administrative Agent and any suit or proceeding instituted by
         Administrative Agent in furtherance of such enforcement shall be
         brought in its name as Administrative Agent without the necessity of
         joining as plaintiffs or defendants any other Lender, and the recovery
         of any judgment shall be for the benefit of Lenders subject to the
         expenses of Administrative Agent. In actions with respect to any
         property of Borrower, Administrative Agent is acting for the ratable
         benefit of each Lender. Any and all agreements to subordinate (whether
         made heretofore or hereafter) other indebtedness or obligations of
         Borrower to the Obligation shall be construed as being for the ratable
         benefit of each Lender.

                  (b) Except to the extent unanimity is required hereunder, each
         Lender agrees that any action taken by the Required Lenders in
         accordance with the provisions of the Loan Documents, and the exercise
         by the Required Lenders of the powers set forth herein or therein,
         together with such other powers as are reasonably incidental thereto,
         shall be authorized and binding upon all of the Lenders.

         13.7 LIMITATION OF LIABILITY. To the extent permitted by Law, (a)
neither Administrative Agent nor any other Agent (acting in their respective
agent capacities) shall incur any liability to any other Lender, Agent, or
Participant except for acts or omissions resulting from its own fraud, gross
negligence or wilful misconduct, and (b) neither Administrative Agent nor any
other Agent, Lender, or Participant shall incur any liability to any other
Person for any act or omission of any other Lender, Agent, or Participant.

         13.8 RELATIONSHIP OF LENDERS. Nothing herein shall be construed as
creating a partnership or joint venture among Agents and Lenders.

         13.9 BENEFITS OF AGREEMENT. None of the provisions of this SECTION 13
(other than Borrower's right to consent to a successor agent as set forth in
SECTION 13.1(b)) shall inure to the benefit of any Loan Party, Guarantor, or any
other Person other than Lenders; consequently, no Loan Party or any other Person
shall be entitled to rely upon, or to raise as a defense, in any manner
whatsoever, the failure of any Agent or any Lender to comply with such
provisions.


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         13.10 AGENTS. None of the Persons identified in this Agreement or on
the cover page as "Syndication Agent," "Documentation Agent," "Lead Arranger" or
"Book Manager" shall have any Rights, powers, obligations, liabilities,
responsibilities, or duties under the Loan Documents other than those applicable
to all Lenders as such. Without limiting the foregoing, none of the Persons so
identified as a "Syndication Agent," "Documentation Agent," "Lead Arranger" or
"Book Manager" shall have or be deemed to have any fiduciary relationship with
any Lender. Any Person that is a "Syndication Agent," "Documentation Agent,"
"Lead Arranger" or "Book Manager" may voluntarily relinquish its title by giving
written notice thereof to Administrative Agent and Borrower. Upon such
relinquishments, a successor "Syndication Agent," "Documentation Agent," "Lead
Arranger" or "Book Manager" may be appointed upon the mutual agreement of
Borrower and Administrative Agent.

         13.11 OBLIGATIONS SEVERAL. The obligations of Lenders hereunder are
several, and each Lender hereunder shall not be responsible for the obligations
of the other Lenders hereunder, nor will the failure of one Lender to perform
any of its obligations hereunder relieve the other Lenders from the performance
of their respective obligations hereunder.

SECTION 14    MISCELLANEOUS.

         14.1 HEADINGS. The headings, captions, and arrangements used in any of
the Loan Documents are, unless specified otherwise, for convenience only and
shall not be deemed to limit, amplify, or modify the terms of the Loan
Documents, nor affect the meaning thereof.

         14.2 NONBUSINESS DAYS. In any case where any payment or action is due
under any Loan Document on a day which is not a Business Day, such payment or
action may be delayed until the next- succeeding Business Day, but interest and
fees shall continue to accrue in respect of any payment to which it is
applicable until such payment is in fact made; provided that, if, in the case of
any such payment in respect of a Eurodollar Rate Borrowing, the next-succeeding
Business Day is in the next calendar month, then such payment shall be made on
the next-preceding Business Day.

         14.3 COMMUNICATIONS. Unless specifically otherwise provided, whenever
any Loan Document requires or permits any consent, approval, notice, request, or
demand from one party to another, such communication must be in writing (which
may be by telex or telecopy) to be effective and shall be deemed to have been
given (a) if by telecopy, when transmitted to the telecopy number for such party
(and all such communications sent by telecopy shall be confirmed promptly
thereafter by personal delivery or mailing in accordance with the provisions of
this Section; provided, that any requirement in this parenthetical shall not
affect the date on which such telecopy shall be deemed to have been delivered),
(b) if by mail, on the third Business Day after it is enclosed in an envelope,
properly addressed to such party, properly stamped, sealed, and deposited in the
appropriate official postal service, or (c) if by any other means, when actually
delivered to such party. Until changed by notice pursuant hereto, the address
(and telecopy numbers) for Administrative Agent and each Lender, Administrative
Agent, and other Agents is set forth on SCHEDULE 14.3, and for each Loan Party
is the address set forth by Borrower's signature on the signature page of this
Agreement and for each Guarantor is the address set forth by such Guarantor's
signature on the signature page of its Guaranty. A copy of each communication to
Administrative Agent shall also be sent to Haynes and Boone, LLP, 1000
Louisiana, Suite 4300, Houston, Texas 77002, Fax: 713/547-2600, Attn: Theresa
Einhorn.

         14.4 FORM AND NUMBER OF DOCUMENTS. Each agreement, document,
instrument, or other writing to be furnished under any provision of the Loan
Documents must be in form and substance and in such number of counterparts as
may be reasonably satisfactory to Administrative Agent and its counsel.

         14.5 EXCEPTIONS TO COVENANTS. No Loan Party shall take any action or
fail to take any action which is permitted as an exception to any of the
covenants contained in any Loan Document if such action or omission would result
in the breach of any other covenant contained in any of the Loan Documents.


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         14.6 SURVIVAL. All covenants, agreements, undertakings,
representations, and warranties made in any of the Loan Documents shall survive
all closings under the Loan Documents and, except as otherwise indicated, shall
not be affected by any investigation made by any party. All rights of, and
provisions relating to, reimbursement and indemnification of Administrative
Agent, any Agent, or any Lender (and any other provision of the Loan Documents
that expressly provides for such survival) shall survive termination of this
Agreement and payment in full of the Obligation.

         14.7 GOVERNING LAW. THE LAWS OF THE STATE OF TEXAS, AND THE APPLICABLE
FEDERAL LAWS OF THE UNITED STATES OF AMERICA, SHALL GOVERN THE VALIDITY,
CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THE LOAN DOCUMENTS.

         14.8 INVALID PROVISIONS. If any provision in any Loan Document is held
to be illegal, invalid, or unenforceable, such provision shall be fully
severable; the appropriate Loan Document shall be construed and enforced as if
such provision had never comprised a part thereof; and the remaining provisions
thereof shall remain in full force and effect and shall not be affected by such
provision or by its severance therefrom. Administrative Agent, Lenders, and each
Loan Party party to such Loan Document agree to negotiate, in good faith, the
terms of a replacement provision as similar to the severed provision as may be
possible and be legal, valid, and enforceable.

         14.9 ENTIRETY. THE RIGHTS AND OBLIGATIONS OF EACH LOAN PARTY, LENDERS,
AND AGENTS SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND
INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED
BY AND MERGED INTO SUCH WRITINGS. THIS AGREEMENT (AS AMENDED IN WRITING FROM
TIME TO TIME) AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY ANY LOAN PARTY,
ANY GUARANTOR, ANY LENDER, AND/OR ANY AGENT (TOGETHER WITH ALL FEE LETTERS AS
THEY RELATE TO THE PAYMENT OF FEES AFTER THE CLOSING DATE) REPRESENT THE FINAL
AGREEMENT BETWEEN THE LOAN PARTIES, LENDERS, AND AGENTS, AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH
PARTIES.

         14.10 JURISDICTION; VENUE; SERVICE OF PROCESS. EACH PARTY HERETO
(INCLUDING EACH GUARANTOR BY EXECUTION OF A GUARANTY), IN EACH CASE FOR ITSELF,
ITS SUCCESSORS AND ASSIGNS, HEREBY (A) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN DALLAS IN THE STATE OF
TEXAS, AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN
ANY LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE LOAN DOCUMENTS AND
THE OBLIGATION BY SERVICE OF PROCESS AS PROVIDED BY TEXAS LAW, (B) IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF OR IN
CONNECTION WITH THE LOAN DOCUMENTS AND THE OBLIGATION BROUGHT IN ANY SUCH COURT,
(C) IRREVOCABLY WAIVES ANY CLAIMS THAT ANY LITIGATION BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (D) AGREES TO DESIGNATE AND MAINTAIN
AN AGENT FOR SERVICE OF PROCESS IN TEXAS IN CONNECTION WITH ANY SUCH LITIGATION
AND TO DELIVER TO ADMINISTRATIVE AGENT EVIDENCE THEREOF, IF REQUESTED, (E)
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH LITIGATION BY THE MAILING OF COPIES THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS SET FORTH
HEREIN, AND (F) IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING AGAINST ANY PARTY
HERETO ARISING OUT OF OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE OBLIGATION
SHALL BE BROUGHT IN ONE OF THE AFOREMENTIONED COURTS. The scope of each of the
foregoing waivers is intended to be all-encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this
transaction, including, without limitation, contract claims, tort claims, breach
of duty claims, and all other common law and statutory claims. The Loan Parties
and each other party to the Loan Documents acknowledge that this waiver is a
material inducement to the agreement of each party hereto to enter into a
business relationship, that each has already relied on this waiver in entering
into the Loan Documents, and

                                                          NBPLP CREDIT AGREEMENT

                                       44

<PAGE>



each will continue to rely on each of such waivers in related future dealings.
The Loan Parties and each other party to the Loan Documents warrant and
represent that they have reviewed these waivers with their legal counsel, and
that they knowingly and voluntarily agree to each such waiver following
consultation with legal counsel. THE WAIVERS IN THIS SECTION 14.10 ARE
IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND
REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENT.

         14.11 AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS.

                  (a) Except as otherwise specifically provided, this Agreement
         and the other Loan Documents may be amended, modified, or waived only
         by an instrument in writing executed jointly by Borrower and Required
         Lenders (or by Administrative Agent acting upon directions of the
         Required Lenders), and by Administrative Agent.

                  (b) Any amendment to or consent or waiver under any Loan
         Document which purports to accomplish any of the following must be by
         an instrument in writing executed by Borrower and executed (or
         approved, as the case may be) by each Lender affected thereby and by
         Administrative Agent: (i) increases the Commitment Sum of such Lender
         or extends such Lender's commitment hereunder; (ii) postpones or delays
         any date fixed by the Loan Documents for any payment or mandatory
         prepayment of all or any part of the Obligation payable to such Lender
         or Administrative Agent; (iii) reduces the interest rate or decreases
         the amount of any payment of principal, interest, fees, or other sums
         payable to Administrative Agent or any such Lender hereunder; (iv)
         changes the definition of "REQUIRED LENDERS"; (v) releases a Guaranty;
         or (vi) changes this CLAUSE (b) or any other matter specifically
         requiring the consent of all Lenders hereunder.

                  (c) Any conflict or ambiguity between the terms and provisions
         of this Agreement and terms and provisions in any other Loan Document
         shall be controlled by the terms and provisions herein.

                  (d) No course of dealing nor any failure or delay by
         Administrative Agent, any Lender, or any of their respective
         Representatives with respect to exercising any Right of Administrative
         Agent or any Lender hereunder shall operate as a waiver thereof. A
         waiver must be in writing and signed by Administrative Agent and
         Required Lenders (or by all Lenders, if required hereunder) to be
         effective, and such waiver will be effective only in the specific
         instance and for the specific purpose for which it is given.

         14.12 MULTIPLE COUNTERPARTS. The Loan Documents may be executed in a
number of identical counterparts, each of which shall be deemed an original for
all purposes and all of which constitute, collectively, one agreement; but, in
making proof of any Loan Document, it shall not be necessary to produce or
account for more than one such counterpart. It is not necessary that each Lender
execute the same counterpart so long as identical counterparts are executed by
Borrower, each Lender, and Administrative Agent. This Agreement shall become
effective when counterparts hereof shall have been executed and delivered to
Administrative Agent by each Lender, Administrative Agent, and Borrower, or,
when Administrative Agent shall have received telecopied, telexed, or other
evidence satisfactory to it that such party has executed and is delivering to
Administrative Agent a counterpart hereof.

         14.13    SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS.

                  (a) This Agreement shall be binding upon, and inure to the
         benefit of the parties hereto and their respective successors and
         assigns, except that (i) Borrower may not, directly or indirectly,
         assign or transfer, or attempt to assign or transfer, any of its
         Rights, duties, or obligations under any Loan Documents without the
         express written consent of all Lenders, and (ii) except as permitted

                                                          NBPLP CREDIT AGREEMENT

                                       45

<PAGE>




         under this Section, no Lender may transfer, pledge, assign, sell any
         participation in, or otherwise encumber its portion of the Obligation.

                  (b) Each Lender may assign to one or more Eligible Assignees
         all or a portion of its Rights and obligations under the Loan Documents
         (including, without limitation, all or a portion of its Borrowings and
         its Notes to the extent any Principal Debt owed to such assigning
         Lender is evidenced by a Note or Notes); provided, however, that:

                           (i) each such assignment shall be to an Eligible
                  Assignee;

                           (ii) except in the case of an assignment to another
                  Lender or in the case of an assignment of all of a Lender's
                  Rights and obligations under the Loan Documents, any such
                  partial assignment under the Facility shall not be less than
                  $5,000,000 unless Borrower and Administrative Agent consent
                  thereto (in their sole discretion) in writing which may be
                  evidenced by their acceptance and execution of the related
                  Assignment and Acceptance Agreement; provided that, no partial
                  assignment for the Facility (including any assignment among
                  Lenders) may result in any Lender holding less than
                  $10,000,000, provided further that, a Lender may hold an
                  amount less than $10,000,000 but greater than $5,000,000 only
                  if such Lender shall hold at least $10,000,000 in the
                  aggregate of this Facility and the Multi- Year Revolving
                  Agreement (notwithstanding the foregoing, in the event the
                  Multi-Year Revolving Agreement is terminated, any Lender may
                  continue to hold an amount in this Facility greater than or
                  equal to the amount such Lender held on the date of the
                  termination of the Multi-Year Revolving Agreement);

                           (iii) the parties to such assignment shall execute
                  and deliver to Administrative Agent for its acceptance an
                  Assignment and Acceptance Agreement in the form of EXHIBIT E
                  hereto, together with any Notes (to the extent any Principal
                  Debt owed to such assigning Lender is evidenced by a Note or
                  Notes) subject to such assignment and a processing fee of
                  $3,500, including, without limitation, any assignment between
                  Lenders; and

                           (iv) so long as any Lender is an Agent under this
                  Agreement, such Lender (or an Affiliate of such Lender) shall
                  retain an economic interest in the Loan Documents, will not
                  assign all of its Rights, duties, or obligations under the
                  Loan Documents, except to an Affiliate of such Lender, and
                  will not enter into any Assignment and Acceptance Agreement
                  that would have the effect of such Lender assigning all of its
                  Rights, duties, or obligations under the Loan Documents to any
                  Person other than an Affiliate of such Lender unless such
                  Agent has relinquished such title in accordance with SECTION
                  13.1 (with respect to Administrative Agent) or SECTION 13.10
                  (with respect to the other Agents).

         Upon execution, delivery, and acceptance of such Assignment and
         Acceptance Agreement, the assignee thereunder shall be a party hereto
         and, to the extent of such assignment, have the obligations, Rights,
         and benefits of a Lender under the Loan Documents and the assigning
         Lender shall, to the extent of such assignment, relinquish its Rights
         and be released from its obligations under the Loan Documents. Upon the
         consummation of any assignment pursuant to this Section, but only upon
         the request of the assignor or assignee made through Administrative
         Agent, Borrower shall issue appropriate Notes to the assignor and the
         assignee, reflecting such Assignment and Acceptance. If the assignee is
         not incorporated under the laws of the United States of America or a
         state thereof, it shall deliver to Borrower and Administrative Agent
         certification as to exemption from deduction or withholding of Taxes in
         accordance with SECTION 4.6.

                  (c) Administrative Agent shall maintain at its address
         referred to in SECTION 14.3 a copy of each Assignment and Acceptance
         Agreement delivered to and accepted by it and a register for

                                                          NBPLP CREDIT AGREEMENT

                                       46

<PAGE>



         the recordation of the names and addresses of the Lenders and the
         Commitment Percentage, and principal amount of the Borrowings owing to,
         each Lender from time to time (the "REGISTER"). The entries in the
         Register shall be conclusive and binding for all purposes, absent
         manifest error, and Borrower, Administrative Agent and the Lenders may
         treat each Person whose name is recorded in the Register as a Lender
         hereunder for all purposes of the Loan Documents. The Register shall be
         available for inspection by Borrower or any Lender at any reasonable
         time and from time to time upon reasonable prior notice. Upon the
         consummation of any assignment in accordance with this SECTION 14.13,
         SCHEDULE 2.1 shall automatically be deemed amended (to the extent
         required) by Administrative Agent to reflect the name, address, and,
         where appropriate, respective Committed Sums under the Facility (as the
         case may be) of the assignor and assignee.

                  (d) Upon its receipt of an Assignment and Acceptance Agreement
         executed by the parties thereto, together with any Notes (to the extent
         any Principal Debt owed to such assigning Lender is evidenced by a Note
         or Notes) subject to such assignment and payment of the processing fee,
         Administrative Agent shall, if such Assignment and Acceptance has been
         completed and is in substantially the form of EXHIBIT E hereto, (i)
         accept such Assignment and Acceptance Agreement, (ii) record the
         information contained therein in the Register, and (iii) give prompt
         notice thereof to the parties thereto.

                  (e) Subject to the provisions of this Section and in
         accordance with applicable Law, any Lender may, in the ordinary course
         of its commercial banking business and in accordance with applicable
         Law, at any time sell to one or more Persons (each a "PARTICIPANT")
         participating interests in its portion of the Obligation. In the event
         of any such sale to a Participant, (i) such Lender shall remain a
         "Lender" under the Loan Documents and the Participant shall not
         constitute a "Lender" hereunder, (ii) such Lender's obligations under
         the Loan Documents shall remain unchanged, (iii) such Lender shall
         remain solely responsible for the performance thereof, (iv) such Lender
         shall remain the holder of its share of the Principal Debt for all
         purposes under the Loan Documents, (v) Borrower and Administrative
         Agent shall continue to deal solely and directly with such Lender in
         connection with such Lender's Rights and obligations under the Loan
         Documents, and (vi) such Lender shall be solely responsible for any
         withholding taxes or any filing or reporting requirements relating to
         such participation and shall hold Borrower and Administrative Agent and
         their respective successors, permitted assigns, officers, directors,
         employees, agents, and representatives harmless against the same.
         Participants shall have no Rights under the Loan Documents, other than
         certain voting Rights as provided below. Subject to the following, each
         Lender shall be entitled to obtain (on behalf of its Participants) the
         benefits of SECTION 4 with respect to all participations in its part of
         the Obligation outstanding from time to time, so long as Borrower shall
         not be obligated to pay any amount in excess of the amount that would
         be due to such Lender under SECTION 4 calculated as though no
         participations have been made. No Lender shall sell any participating
         interest under which the Participant shall have any Rights to approve
         any amendment, modification, or waiver of any Loan Document, except to
         the extent such amendment, modification, or waiver extends the due date
         for payment of any amount in respect of principal (other than mandatory
         prepayments), interest, or fees due under the Loan Documents, reduces
         the interest rate or the amount of principal or fees applicable to the
         Obligation (except such reductions as are contemplated by the Loan
         Documents), or releases all or any substantial portion of the
         Guaranties under the Loan Documents; provided that, in those cases
         where a Participant is entitled to the benefits of SECTION 4 or a
         Lender grants Rights to its Participants to approve amendments to or
         waivers of the Loan Documents respecting the matters previously
         described in this sentence, such Lender must include a voting mechanism
         in the relevant participation agreement or agreements, as the case may
         be, whereby a majority of such Lender's portion of the Obligation
         (whether held by such Lender or Participant) shall control the vote for
         all of such Lender's portion of the Obligation. Except in the case of
         the sale of a participating interest to another Lender, the relevant
         participation agreement shall not permit the Participant to transfer,
         pledge, assign, sell participations in, or otherwise encumber its
         portion of the Obligation, unless the consent of the transferring
         Lender (which consent will not be unreasonably withheld) has been
         obtained.

                                                          NBPLP CREDIT AGREEMENT

                                       47

<PAGE>




                  (f) Notwithstanding any other provision set forth in this
         Agreement, any Lender may, without notice to, or the consent of
         Borrower or Administrative Agent, at any time assign and pledge all or
         any portion of its Borrowings and its Notes (to the extent any
         Principal Debt owed to such assigning Lender is evidenced by a Note or
         Notes) to any Federal Reserve Bank as collateral security pursuant to
         Regulation A and any Operating Circular issued by such Federal Reserve
         Bank or any Lender which is a fund may pledge all or any portion of its
         Borrowings and its Notes (to the extent any Principal Debt owed to such
         assigning Lender is evidenced by a Note or Notes) to its trustee in
         support of its obligations to its trustee. No such assignment shall
         release the assigning Lender from its obligations hereunder.

                  (g) Any Lender may furnish any information concerning the Loan
         Parties in the possession of such Lender from time to time to Eligible
         Assignees and Participants (including prospective Eligible Assignees
         and Participants), subject to the provisions of SECTION 14.14.

         14.14 CONFIDENTIALITY. The Administrative Agent and each Lender (each,
a "LENDING PARTY") agrees to keep confidential any information furnished or made
available to it by any Loan Party pursuant to this Agreement that is marked
confidential; provided that nothing herein shall prevent any Lending Party from
disclosing such information (a) to any other Lending Party or any affiliate of
any Lending Party, or any officer, director, employee, agent, or advisor of any
Lending Party or affiliate of any Lending Party, (b) to any other Person if
reasonably incidental to the administration of the credit facility provided
herein, (c) as required by any law, rule, or regulation, (d) upon the order of
any court or administrative agency, (e) upon the request or demand of any
regulatory agency or authority, (f) that is or becomes available to the public
or that is or becomes available to any Lending Party other than as a result of a
disclosure by any Lending Party prohibited by this Agreement, (g) in connection
with any litigation to which such Lending Party or any of its affiliates may be
a party, (h) to the extent necessary in connection with the exercise of any
remedy under this Agreement or any other Loan Document, and (i) subject to
provisions substantially similar to those contained in this Section, to any
actual or proposed Participant or Eligible Assignee.

         14.15 DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN CERTAIN
CIRCUMSTANCES. The obligations of each Loan Party under the Loan Documents shall
remain in full force and effect until termination of the Commitment, payment in
full of the Principal Debt and of all interest, fees, and other amounts of the
Obligation then due and owing, except that SECTIONS 4, 12, and 14, and any other
provisions under the Loan Documents expressly intended to survive by the terms
hereof or by the terms of the applicable Loan Documents, shall survive such
termination. If at any time any payment of the principal of or interest on any
Note or any other amount payable by Borrower under any Loan Document is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy, or reorganization of Borrower or otherwise, the obligations of each
Loan Party under the Loan Documents with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.

         14.16 NO GENERAL PARTNERS' LIABILITY. The Lenders agree for themselves
and their respective successors and assigns, including any subsequent holder of
any Note, that any claim against Borrower which may arise under any Loan
Document shall be made only against and shall be limited to the assets of
Borrower, except to the extent Intermediate Partnership may have obligations
with respect to such claim pursuant to the terms of its Guaranty, and that no
judgment, order or execution entered in any suit, action or proceeding, whether
legal or equitable, on this Agreement, such Note or any of the other Loan
Documents shall be obtained or enforced against any General Partner or its
assets for the purpose of obtaining satisfaction and payment of such Note, the
Debt evidenced thereby or any claims arising thereunder or under this Agreement
or any other Loan Document, any right to proceed against the General Partners
individually or their respective assets being hereby expressly waived, renounced
and remitted by the Lenders for themselves and their respective successor and
assigns. Nothing in this SECTION 14.16, however, shall be construed so as to
prevent the Administrative Agent, any Lender or any other holder of any Note
from

                                                          NBPLP CREDIT AGREEMENT

                                       48
<PAGE>


commencing any action, suit or proceeding with respect to or causing legal
papers to be served upon any General Partner for the purpose of obtaining
jurisdiction over Borrower.






                     [REMAINDER OF PAGE INTENTIONALLY BLANK.
                            SIGNATURE PAGES FOLLOW.]























                                                          NBPLP CREDIT AGREEMENT

                                       49

<PAGE>



                           NORTHERN BORDER PARTNERS, L.P.


                           By:   /s/ JERRY L. PETERS
                              -------------------------------------------------
                              Name:  Jerry L. Peters
                                   --------------------------------------------
                              Title: Chief Financial and Accounting Officer
                                    -------------------------------------------

                           Address for Notices:

                           Northern Border Partners, L.P.
                           1400 Smith Street
                           Houston, TX  77002
                           Attn:    Angus Hardie Davis
                                    NBP Services Corporation
                           Telephone: 713/853-6941
                           Telecopy: 713/646-4970

                           with a copy to:

                           Mr. Jerry L. Peters
                           Chief Financial and Accounting Officer
                           Northern Border Partners, L.P.
                           1111 South 103rd Street
                           Omaha, NE  68124-1000
                           Telephone: 402/398-7722
                           Telecopy: 402/398-7803

                           and with a copy to:

                           Ms. Janet Place
                           Vice President, Legal
                           Northern Plains Natural Gas Company
                           1111 South 103rd Street
                           Omaha, NE  68124-1000
                           Telephone: 402/398-7886
                           Telecopy: 402/398-7780



               [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT]


<PAGE>



                      BANK OF AMERICA, N.A.,
                      as Administrative Agent and as a Lender


                      By: /s/ DENISE A. SMITH
                         ------------------------------------------------------
                              Denise A. Smith
                              Managing Director


















               [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT]


<PAGE>



                          SUNTRUST BANK


                          By:    /s/ STEVEN J. NEWBY
                              -------------------------------------------------
                              Name:  Steven J. Newby
                                    -------------------------------------------
                              Title: Vice President
                                    -------------------------------------------

























               [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT]


<PAGE>



                                    BANK ONE, NA


                                    By:   /s/ HELEN A. CARR
                                       ----------------------------------------
                                       Name:  Helen A. Carr
                                              ---------------------------------
                                       Title: First Vice President
                                              ---------------------------------


























               [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT]


<PAGE>



                                    BANK OF MONTREAL


                                    By:   /s/ CAHAL B. CARMODY
                                       ----------------------------------------
                                       Name:  Cahal B. Carmody
                                              ---------------------------------
                                       Title: Director
                                              ---------------------------------

























               [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT]


<PAGE>



                                    ROYAL BANK OF CANADA


                                    By:   /s/ DAVID A. McCLUSKEY
                                       ----------------------------------------
                                       Name:  David A. McCluskey
                                              ---------------------------------
                                       Title: Manager
                                              ---------------------------------

















               [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT]


<PAGE>



                                    THE FUJI BANK, LIMITED



                                    By:   /s/ JACQUES AZAGURY
                                       ----------------------------------------
                                       Name:  Jacques Azagury
                                              ---------------------------------
                                       Title: Senior Vice President & Manager
                                              ---------------------------------
























               [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT]



<PAGE>


                                    FIRST NATIONAL BANK OF OMAHA

                                    By:   /s/ JEFF A. SIMS
                                       ----------------------------------------
                                       Name:  Jeff A. Sims
                                              ---------------------------------
                                       Title: Vice President
                                              ---------------------------------

























               [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT]

<PAGE>
                                  SCHEDULE 2.1

                             LENDERS AND COMMITMENTS



<TABLE>
<CAPTION>
                                                 COMMITMENT
          LENDER                  COMMITMENT     PERCENTAGE
-------------------------------  ------------  --------------
<S>                              <C>             <C>
Bank of America, N.A.            $ 15,000,000    20.000000000%
SunTrust Bank                      12,500,000    16.666666667%
Bank One, NA                       12,500,000    16.666666667%
Bank of Montreal                   10,000,000    13.333333333%
Royal Bank of Canada               10,000,000    13.333333333%
The Fuji Bank, Limited             10,000,000    13.333333333%
First National Bank of Omaha        5,000,000    06.666666667%
                                 ------------
                 Total           $ 75,000,000   100.000000000%
</TABLE>


<PAGE>


                                  SCHEDULE 7.1

                         CONDITIONS PRECEDENT TO CLOSING

         The Agreement and related Loan Documents shall not become effective
unless Administrative Agent has received all of the following (unless otherwise
indicated, all documents shall be dated as of the Closing Date, and all terms
used with their initial letters capitalized are used herein with their meanings
as defined in the Agreement):

         1. The Agreement. The Agreement (together with all Schedules and
Exhibits thereto) executed by Borrower, each Lender, and Administrative Agent.

         2. Delivery of Notes. With respect to any Lender requesting Notes, the
Administrative Agent shall have received, for the account of each such Lender,
its Notes duly executed and delivered by Borrower.

         3. Guaranty. The Administrative Agent shall have received the Guaranty
duly executed and delivered by Intermediate Partnership.

         4. Resolutions, etc.

                  (a) The Administrative Agent shall have received from the
         Secretary or an Assistant Secretary of the Administrator of each of
         Borrower and Intermediate Partnership a certificate, dated the Closing
         Date, as to:

                  (i) copies of action taken by the Partnership Policy Committee
                  of Borrower or Intermediate Partnership or other partnership
                  action of Borrower or Intermediate Partnership with respect to
                  the Agreement, the Notes, the Guaranty and any other Loan
                  Document to be signed by Borrower or Intermediate Partnership,
                  as the case may be;

                  (ii) the incumbency and signatures of those of the officers of
                  Borrower and Intermediate Partnership authorized to act with
                  respect to the Agreement, the Notes, the Guaranty and each
                  other Loan Document executed on behalf of Borrower or
                  Intermediate Partnership, as the case may be;

                  (iii) the Partnership Agreement or Intermediate Partnership
                  Agreement (as the case may be) and all amendments and
                  supplements thereto; and

                  (iv) the Partnership Agreement of NBPC and all amendments and
                  supplements thereto.

                  (b) The Administrative Agent shall have received from the
         Borrower and Intermediate Partnership certificates of appropriate
         public officials as to the existence and good standing of such entity
         in its jurisdiction of organization.

                  (c) The Administrative Agent shall have received a certificate
         executed by a Responsible Officer stating that the representations and
         warranties contained in SECTION 8 are true and correct in all respects
         on and as of the Closing Date, and no Potential Default or Default has
         occurred and is continuing as of the Closing Date.

         5. Opinions of Counsel. The Administrative Agent shall have received
opinions, dated the date of the Closing Date and addressed to the Administrative
Agent and all Lenders, from (i) Vinson & Elkins, L.L.P. counsel to Borrower and
Intermediate Partnership, substantially in the form of EXHIBIT F-1 hereto; (ii)
Janet Place, Vice President and General Counsel of Northern Plains Natural Gas
Company, substantially



<PAGE>


in the form of EXHIBIT F-2 hereto; (iii) counsel for Pan Border, substantially
in the form of EXHIBIT F-3 hereto and (iv) counsel for Northwest Border,
substantially in the form of EXHIBIT F-4 hereto.

         6. Terminating Commitments under Existing Credit Agreements. Repayment
of all amounts owed under the Existing Credit Agreements and evidence
satisfactory to Administrative Agent of termination of commitments to extend
credit thereunder.

         7. Debt Ratings. Evidence satisfactory to Administrative Agent that
Borrower shall have received from Moody's and S&P investment-grade ratings for
its long-term senior unsecured, non-credit enhanced debt.

         8. Borrowing Notice. If applicable, a duly completed Borrowing Notice
for the initial Borrowing, delivered to Administrative Agent.

         9. Payment of Fees and Closing Fees. Payment of all fees payable on or
prior to the Closing Date to Administrative Agent, Arranger, or any Lender,
including those provided for in SECTION 5 of the Agreement, together with
reimbursements to Administrative Agent and Arranger for all fees and expenses
incurred in connection with the negotiation, preparation, and closing of the
transactions evidenced by the Loan Documents (including, without limitation,
attorneys' fees and expenses).

         10. Appointment of Agent. Evidence satisfactory to Administrative Agent
that each of Borrower and Guarantor has appointed an agent for service of
process pursuant to SECTION 14.10.

         11. Other Documents. Such other agreements, documents, instruments,
opinions, certificates, and evidences as Administrative Agent may reasonably
request.



                                        2
<PAGE>


                                  SCHEDULE 8.3

                     SUBSIDIARIES AND PARTNERSHIP INTERESTS


<TABLE>
<CAPTION>
Subsidiary of Borrower

Name of Subsidiary                                            Percentage Owned
------------------                                            ----------------
<S>                                                           <C>
Northern Border Intermediate Limited Partnership               99% (limited partnership interest)
</TABLE>

<TABLE>
Subsidiaries of Intermediate Partnership

Name of Subsidiary                                            Percentage Owned
------------------                                            ----------------
<S>                                                           <C>
Northern Border Pipeline Company, a Texas                      70% (general partnership interest)
  general partnership

NBP Energy Pipelines, L.L.C., a Delaware                      100%
  limited liability company

Black Mesa Holdings, Inc., a Delaware corporation             100%

Black Mesa Pipeline Operations, L.L.C.,                       100%
  a Delaware limited liability company

Black Mesa Technologies, Inc.,                                100%
  an Oklahoma corporation

Black Mesa Technologies Services, L.L.C.                       60%
  an Oklahoma limited liability company


Subsidiaries of Black Mesa Holdings, Inc.

Black Mesa Pipeline, Inc., a Delaware corporation             100%


Other Investments

Bighorn Gas Gathering, L.L.C.                                  39% (common membership interest)
                                                               80% of Preferred A shares
</TABLE>


<PAGE>


                                  SCHEDULE 10.1

                                  EXISTING DEBT
                             (THOUSANDS OF DOLLARS)


<TABLE>
<CAPTION>
NORTHERN BORDER PIPELINE COMPANY:                                                                 4/30/00
                                                                                                 ---------
<S>                                                                                              <C>
Senior Notes - average 8.43% due from 2000 to 2003                                                 250,000

Pipeline Credit Agreement
         Term loan due 2002                                                                        429,000
         Five-year revolving credit facility                                                        15,000

Senior Notes - 7.75% due 2009                                                                      200,000

Unamortized proceeds from termination of interest rate forward agreements                           12,074
Unamortized debt discount                                                                             (913)
                                                                                                 ---------
                                                                                                   905,161

BLACK MESA HOLDINGS, INC. AND BLACK MESA PIPELINE, INC.:

10.7% Note Agreement, due quarterly to 2004                                                         15,509
</TABLE>


<PAGE>


                                  SCHEDULE 14.3

                              ADDRESSES FOR NOTICES

ADMINISTRATIVE AGENT

Notices (other than Requests for Extensions of Credit):

Bank of America, N.A.
901 Main Street, 64th Floor
Dallas, Texas  75202
Attn:    Ms. Denise Smith
         Managing Director
Phone:   (214) 209-1261
Fax:     (214) 209-1285

with a copy to:

Bank of America, N.A.
901 Main Street, 64th Floor
Dallas, Texas  75202
Attn:    Mr. Ben Cosgrove
Phone:   (214) 209-9254
Fax:     (214) 290-9439

Requests for Extensions of Credit (Borrowings and LCs):

Bank of America, N.A., as Administrative Agent
901 Main Street, 64th Floor
Dallas, Texas  75202
Attn:    Mr. Ben Cosgrove
Phone:   (214) 209-9254
Fax:     (214) 290-9439

BANK OF AMERICA, N.A.,
as a Bank

Address for Notices:

Bank of America, N.A.
901 Main Street, 64th Floor
Dallas, Texas  75202
Attn:    Ms. Denise Smith
         Managing Director
Phone:   (214) 209-1261
Fax:     (214) 209-1285


Applicable Lending Office (Base Rate Borrowings
and Eurodollar Rate Borrowings):

Bank of America, N.A.
901 Main Street
Dallas, Texas  75202


<PAGE>


Attn:    Mr. Ben Cosgrove
Phone:   (214) 209-9254
Fax:     (214) 290-9439

SUNTRUST BANK

Address For Notices:

SunTrust Bank
303 Peachtree Street NE, Third Floor
Atlanta, Georgia 30308
Attn:    Mr. Todd Davis
         Vice President
Phone:   (404) 658-4917
Fax:     (404) 827-6270

Applicable Lending Office (Base Rate Borrowings
and Eurodollar Rate Borrowings):

SunTrust Bank
25 Park Place M/C 1941, 21st Floor
Atlanta, Georgia 30303
Attn:    Ms. Ernestine Fambraugh
         Corporate Banking Assistant
Phone:   (404) 581-1612
Fax:     (404) 575-2730

BANK ONE, NA

Address for Notices:

Bank One, NA
1 Bank One Plaza
10th Floor, Suite 0634
Chicago, Illinois 60670
Attn:    Mr. John Beirne
Phone:   (312) 732-3659
Fax:     (312) 732-4840

with a copy to:

Bank One, NA
910 Travis Street, 6th Floor
Houston, Texas 77002
Attn:    Ms. Helen Carr
Phone:   (713) 751-3731
Fax:     (713) 751-3760


<PAGE>


Applicable Lending Office (Base Rate Borrowings
and Eurodollar Rate Borrowings):

Bank One, NA
1 Bank One Plaza
10th Floor, Suite 0634
Chicago, Illinois 60670
Attn:    Mr. John Beirne
Phone:   (312) 732-3659
Fax:     (312) 732-4840

BANK OF MONTREAL

Addresses For Notices:

BMO Nesbitt Burns
700 Louisiana Street, Suite 4400
Houston, Texas 77002
Attn:    Mr. Cahal Carmody
         Vice President
Phone:   (713) 546-9750
Fax:     (713) 223-4007

Applicable Lending Office (Base Rate Borrowings
and Eurodollar Rate Borrowings):

Bank of Montreal
115 South LaSalle
Floor 11 West
Chicago, Illinois 60603
Attn:    Mr. Keiko Kuze
         Client Services Officer
Phone:   (312) 750-3771
Fax:     (312) 750-4304

ROYAL BANK OF CANADA

Address For Notices:

Royal Bank of Canada
c/o New York Branch
One Liberty Plaza, 4th Floor
New York, New York 10006
Attn:    Ms. Linda Joannou
Phone:   (416) 955-6569
Fax:     (416) 955-6720

with a copy to:

Royal Bank of Canada
5700 Williams Tower
2800 Post Oak Boulevard
Houston, Texas 77056



<PAGE>
Applicable Lending Office (Base Rate Borrowings
and Eurodollar Rate Borrowings):

First National Bank of Omaha
1620 Dodge
Omaha, Nebraska 68102
Attn:    Mr. Jeff Sims
Phone:   (402) 633-3511
Fax:     (402) 633-33519

Attn:    Mr. David A. McCluskey
         Manager
Phone:   (713) 403-5666
Fax:     (713) 403-5624

Applicable Lending Office (Base Rate Borrowings
and Eurodollar Rate Borrowings):

Royal Bank of Canada, New York
c/o New York Branch
One Liberty Plaza, 4th Floor
New York, New York 10006
Attn:    Ms. Linda Joannou
Phone:   (416) 955-6569
Fax:     (416) 955-6720

THE FUJI BANK, LIMITED

Address For Notices:

The Fuji Bank, Limited
One Houston Center, Suite 4100
1221 McKinney Street
Houston, Texas 77010
Attn:    Mr. Jacques Azagury
Phone:   (713) 650-7845
Fax:     (713) 759-0048

Applicable Lending Office (Base Rate Borrowings
and Eurodollar Rate Borrowings):

The Fuji Bank, Limited
2 World Trade Center, 79th Floor
New York, New York 10048
Attn:    Tina Catapano
Phone:   (212) 898-2099
Fax:     (212) 488-8216

FIRST NATIONAL BANK OF OMAHA

Address For Notices:

First National Bank of Omaha
1620 Dodge
Omaha, Nebraska  68102
Attn:    Mr. Jeff Sims
Phone:   (402) 633-3511
Fax:     (402) 633-3519

Applicable Lending Office (Base Rate Borrowings
and Eurodollar Rate Borrowings):

First National Bank of Omaha
1620 Dodge
Omaha, Nebraska  68102
Attn:    Mr. Jeff Sims
Phone:   (402) 633-3511
Fax:     (402) 633-3519




<PAGE>
                                    EXHIBIT A

                                  FORM OF NOTE

$
 ------------                                              ------------ --, ----


         FOR VALUE RECEIVED, the undersigned, NORTHERN BORDER PARTNERS, L.P., a
Delaware limited partnership ("BORROWER"), hereby promises to pay to the order
of ______________________ ("LENDER"), at the offices of BANK OF AMERICA, N.A.,
as Administrative Agent for Lender and others as hereinafter described, on the
Termination Date for the Facility, the lesser of (a) $_______________ and (b)
the aggregate Principal Debt disbursed by Lender to Borrower and outstanding and
unpaid on the Termination Date for the Facility (together with accrued and
unpaid interest thereon).

         This note has been executed and delivered under, and is subject to the
terms of, the 364-Day Credit Agreement, dated as of June 28, 2000 (as amended,
modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"),
among Borrower, Administrative Agent, and Lender and other lenders and Agents
party thereto, and is one of the "Notes" referred to therein. Unless defined
herein, capitalized terms used herein that are defined in the Credit Agreement
have the meaning given to such terms in the Credit Agreement. Reference is made
to the Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of Rights, payment
of attorneys' fees, court costs, and other costs of collection, certain waivers
by Borrower and others now or hereafter obligated for payment of any sums due
hereunder and security for the payment hereof. Without limiting the immediately
preceding sentence, reference is made to SECTION 3.9 of the Credit Agreement for
usury savings provisions.

         THE LAWS OF THE STATE OF TEXAS, AND THE APPLICABLE FEDERAL LAWS OF THE
UNITED STATES OF AMERICA, SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT
AND INTERPRETATION HEREOF.


                                             NORTHERN BORDER PARTNERS, L.P.


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


<PAGE>

                                   EXHIBIT B-1

                            FORM OF BORROWING NOTICE
                        (Northern Border Partners, L.P.)

                         Dated:                  ,
                                -------------- --  ----


Bank of America, N.A.
         as Administrative Agent for the
         Lenders as defined in the Credit
         Agreement referred to below
901 Main Street
Dallas, TX 75202
Attn:    Ben Cosgrove

         Reference is made to the 364-Day Credit Agreement, dated as of June 28,
2000 (as amended, modified, supplemented, or restated from time to time, the
"CREDIT AGREEMENT"), among Northern Border Partners, L.P., a Delaware limited
partnership ("BORROWER"), Bank of America, N.A., as Administrative Agent, and
Lenders party thereto. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
Borrower hereby gives you notice pursuant to SECTION 2.4 of the Credit Agreement
that it requests a Borrowing under the Credit Agreement, and in that connection
sets forth below the terms on which such Borrowing is requested to be made:


(A)      Borrowing Date of Borrowing(1)                (A)
                                                           ---------------------

(B)      Amount of Borrowing(2)                        (B)
                                                           ---------------------

(C)      Type of Borrowing(3)                          (C)
                                                           ---------------------

(D)      For a Eurodollar Rate Borrowing, the
         Interest Period and the last day thereof(4)   (D)
                                                           ---------------------


         Borrower hereby certifies that the following statements are true and
correct on the date hereof, and will be true and correct on the Borrowing Date
specified herein after giving effect to such Borrowing:

                  (a) The requested Borrowing will not cause the Principal Debt
         to exceed the Commitment;

                  (b) All of the representations and warranties of the Loan
         Parties set forth in the Loan Documents are true and correct in all
         material respects (except to the extent that the representations and
         warranties speak to a specific date);



<PAGE>


                  (c) No Default or Potential Default has occurred and is
         continuing or will arise after giving effect to the requested
         Borrowing.


                                             Very truly yours,

                                             NORTHERN BORDER PARTNERS, L.P.


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

Notes:

(1)      For any Borrowing under the Facility must be a Business Day occurring
         prior to the Termination Date and be at least (a) three Business Days
         following receipt by Administrative Agent of this Borrowing Notice for
         any Eurodollar Rate Borrowing, and (b) on or before the Business Day
         following receipt by Administrative Agent of this Borrowing Notice for
         any Base Rate Borrowing.

(2)      Not less than $5,000,000 or an integral multiple of $1,000,000 for the
         Facility.

(3)      Eurodollar Rate Borrowing or Base Rate Borrowing.

(4)      1, 2, 3, or 6 months -- in no event may the Interest Period for the
         Facility end after the Termination Date.



<PAGE>

                                   EXHIBIT B-2

                            FORM OF CONVERSION NOTICE
                        (Northern Border Partners, L.P.)
                         Dated:                  ,
                                -------------- --  ----

Bank of America, N.A.
         as Administrative Agent for the
         Lenders as defined in the Credit
         Agreement referred to below
901 Main Street
Dallas, TX 75202
Attn:    Ben Cosgrove

         Reference is made to the 364-Day Credit Agreement, dated as of June 28,
2000 (as amended, modified, supplemented, or restated from time to time, the
"CREDIT AGREEMENT"), among Northern Border Partners, L.P., a Delaware limited
partnership ("BORROWER"), Bank of America, N.A., as Administrative Agent, and
Lenders party thereto. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.
Borrower hereby gives you notice pursuant to SECTION 3.11 of the Credit
Agreement that it elects to convert a Borrowing under the Credit Agreement from
one Type to another Type or elects a new Interest Period for a Eurodollar Rate
Borrowing, and in that connection sets forth below the terms on which such
election is requested to be made:



(A)      Date of conversion or last day of
         applicable Interest Period(1)                (A)
                                                          ----------------------

(B)      Principal amount of existing Borrowing
         being converted or continued(2)              (B)
                                                          ----------------------

(C)      New Type of Borrowing selected (or
         Type of Borrowing continued)(3)              (C)
                                                          ----------------------

(D)      For conversion to, or continuation of, a
         Eurodollar Rate Borrowing, Interest
         Period and the last day thereof(4)           (D)
                                                          ----------------------



<PAGE>

         As of the date hereof and of the requested Conversion, no Default or
Potential Default has occurred and is continuing.

                                             Very truly yours,

                                             NORTHERN BORDER PARTNERS, L.P.


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


(1)      Must be a Business Day at least (a) three Business Days following
         receipt by Administrative Agent of this Conversion Notice for any
         conversion from a Base Rate Borrowing to a Eurodollar Rate Borrowing or
         a continuation of a Eurodollar Rate Borrowing for an additional
         Interest Period, and (b) on or before the Business Day following
         receipt by Administrative Agent of this Conversion Notice for a
         conversion from a Eurodollar Rate Borrowing to a Base Rate Borrowing.

(2)      Not less than $5,000,000 or a greater integral multiple of $1,000,000
         (if a Eurodollar Rate Borrowing).

(3)      Eurodollar Rate Borrowing or Base Rate Borrowing.

(4)      1, 2, 3, or 6 months -- in no event may the Interest Period for the
         Facility end after the Termination Date.



<PAGE>

                                    EXHIBIT C

                                FORM OF GUARANTY
                            364-DAY CREDIT AGREEMENT


         THIS GUARANTY is executed as of June 28, 2000, by the undersigned
("GUARANTOR"), for the benefit of BANK OF AMERICA, N.A., a national banking
association (in its capacity as Administrative Agent for the benefit of Lenders)
(this "GUARANTY").

         A. Contemporaneously herewith Borrower shall enter into that certain
364-Day Credit Agreement dated as of even date herewith among Borrower, Lenders,
Bank of America, N.A., as Administrative Agent, for itself and the other
Lenders, SunTrust Bank, Atlanta, as Syndication Agent and Banc One Capital
Markets, Inc., as Documentation Agent (as amended, restated or otherwise
modified, the "CREDIT AGREEMENT"); and

         B. As a condition precedent to the making of the initial Borrowing
under the Credit Agreement, the Guarantor is required to execute and deliver
this Guaranty; and

         C. The Guarantor has duly authorized the execution, delivery and
performance of this Guaranty; and

         D. It is in the best interests of the Guarantor to execute this
Guaranty inasmuch as the Guarantor will derive substantial direct and indirect
benefits from the Borrowings made from time to time to Borrower by the Lenders
pursuant to the Credit Agreement; and

         E. This Guaranty is integral to the transactions contemplated by the
Loan Documents, and the execution and delivery thereof, is a condition precedent
to Lenders' obligations to extend credit under the Loan Documents.

         ACCORDINGLY, for adequate and sufficient consideration, the receipt and
adequacy of which are hereby acknowledged, Guarantor guarantees to
Administrative Agent and Lenders the prompt payment of the Guaranteed Debt
(defined below) and agrees as follows:

         1. DEFINITIONS. Terms defined in the Credit Agreement have the same
meanings when used, unless otherwise defined, in this Guaranty. As used in this
Guaranty:

         BORROWER means Borrower, Borrower as a debtor-in-possession, and any
receiver, trustee, liquidator, conservator, custodian, or similar party
appointed for Borrower or for all or substantially all of Borrower's assets
under any Debtor Relief Law.

         CREDIT AGREEMENT is defined in the recitals to this Guaranty.

         GUARANTEED DEBT means, collectively, (a) the Obligation, (b) any and
all present and future indebtedness, obligations and liabilities of any Loan
Party under any present or future Derivative Transactions between any Loan Party
and any Lender (or Affiliate of any Lender) and (b) all present and future
costs, attorneys' fees, and expenses reasonably incurred by Administrative Agent
or any Lender to enforce Borrower's, Guarantor's, or any other obligor's payment
of any of the Guaranteed Debt, including,


<PAGE>

without limitation (to the extent lawful), all present and future amounts that
would become due but for the operation of Sections 502 or 506 or any other
provision of Title 11 of the United States Code and all present and future
accrued and unpaid interest (including, without limitation, all post-maturity
interest and any post-petition interest in any proceeding under Debtor Relief
Laws to which Borrower or Guarantor becomes subject).

         GUARANTOR is defined in the preamble to this Guaranty.

         LENDER means, individually, or LENDERS means, collectively, on any date
of determination, Administrative Agent and Lenders.

         SUBORDINATED DEBT means all present and future obligations of Borrower
to Guarantor, whether those obligations are (a) direct, indirect, fixed,
contingent, liquidated, unliquidated, joint, several, or joint and several, (b)
due or to become due to Guarantor, (c) held by or are to be held by Guarantor,
(d) created directly or acquired by assignment or otherwise, or (e) evidenced in
writing.

         2. GUARANTY. This is an absolute, irrevocable, and continuing guaranty
of payment, not collection, and the circumstance that at any time or from time
to time the Guaranteed Debt may be paid in full does not affect the obligation
of Guarantor with respect to the Guaranteed Debt incurred after that. This
Guaranty remains in effect until the Guaranteed Debt is fully paid and
performed, all commitments to extend any credit under the Loan Documents have
terminated. Guarantor may not rescind or revoke its obligations with respect to
the Guaranteed Debt. Notwithstanding any contrary provision, it is the intention
of Guarantor, Lenders, and Administrative Agent that the amount of the
Guaranteed Debt guaranteed by Guarantor by this Guaranty shall be in, but not in
excess of, the maximum amount permitted by fraudulent conveyance, fraudulent
transfer, or similar Laws applicable to Guarantor. Accordingly, notwithstanding
anything to the contrary contained in this Guaranty or any other agreement or
instrument executed in connection with the payment of any of the Guaranteed
Debt, the amount of the Guaranteed Debt guaranteed by Guarantor by this Guaranty
shall be limited to an aggregate amount equal to the largest amount that would
not render Guarantor's obligations hereunder subject to avoidance under Section
548 of the United States Bankruptcy Code or any comparable provision of any
applicable state law.

         3. CONSIDERATION. Guarantor represents and warrants that its liability
under this Guaranty may reasonably be expected to directly or indirectly benefit
it.

         4. CUMULATIVE RIGHTS. If Guarantor becomes liable for any indebtedness
owing by Borrower to Administrative Agent or any Lender, other than under this
Guaranty, that liability may not be in any manner impaired or affected by this
Guaranty. The Rights of Administrative Agent or Lenders under this Guaranty are
cumulative of any and all other Rights that Administrative Agent or Lenders may
ever have against Guarantor. The exercise by Administrative Agent or Lenders of
any Right under this Guaranty or otherwise does not preclude the concurrent or
subsequent exercise of any other Right.

         5. PAYMENT UPON DEMAND. If a Default exists, Guarantor shall, on demand
and without further notice of dishonor and without any notice having been given
to Guarantor previous to that demand of either the acceptance by Administrative
Agent or Lenders of this Guaranty or the creation or incurrence of any
Guaranteed Debt, pay the amount of the Guaranteed Debt then due and payable to
Administrative Agent and Lenders; provided that, if a Default exists and
Administrative Agent or Lenders can not, for any reason, accelerate the
Obligation, then the Guaranteed Debt shall be, as among Guarantor,
Administrative Agent, and Lenders, a fully matured, due, and payable obligation
of Guarantor to



<PAGE>

Administrative Agent and Lenders. It is not necessary for Administrative Agent
or Lenders, in order to enforce that payment by Guarantor, first or
contemporaneously to institute suit or exhaust remedies against Borrower or
others liable on any Guaranteed Debt.

         6. SUBORDINATION. The Subordinated Debt is expressly subordinated to
the full and final payment of the Guaranteed Debt. Guarantor agrees not to
accept any payment of any Subordinated Debt from any Loan Party, or any
Subsidiary thereof, if a Default exists. If Guarantor receives any payment of
any Subordinated Debt in violation of the foregoing, Guarantor shall hold that
payment in trust for Administrative Agent and Lenders and promptly turn it over
to Administrative Agent, in the form received (with any necessary endorsements),
to be applied to the Guaranteed Debt.

         7. SUBROGATION AND CONTRIBUTION. Until payment in full of the
Guaranteed Debt, and the termination of the Obligation of Lenders to extend
credit under the Loan Documents, (a) Guarantor may not assert, enforce, or
otherwise exercise any Right of subrogation to any of the Rights or Liens of
Administrative Agent or Lenders or any other beneficiary against Borrower or any
other obligor on the Guaranteed Debt or other security or any Right of recourse,
reimbursement, subrogation, contribution, indemnification, or similar Right
against Borrower or any other obligor on any Guaranteed Debt or any guarantor of
it, (b) Guarantor defers all of the foregoing Rights (whether they arise in
equity, under contract, by statute, under common law, or otherwise), and (c)
Guarantor defers the benefit of, and subordinates any Right to participate in,
any security given to Administrative Agent or Lenders or any other beneficiary
to secure payment of any Guaranteed Debt.

         8. NO RELEASE. Guarantor's obligations under this Guaranty may not be
released, diminished, or affected by the occurrence of any one or more of the
following events: (a) any taking or accepting of any security or assurance for
any Guaranteed Debt; (b) any release, surrender, exchange, subordination,
impairment, or loss of any collateral securing any Guaranteed Debt; (c) any full
or partial release of the liability of any other obligor on the Obligation,
except for any final release resulting from payment in full of such Obligation;
(d) the modification of, or waiver of compliance with, any terms of any other
Loan Document; (e) the insolvency, bankruptcy, or lack of corporate or
partnership power of any other obligor at any time liable for any Guaranteed
Debt, whether now existing or occurring in the future; (f) any renewal,
extension, or rearrangement of any Guaranteed Debt or any adjustment,
indulgence, forbearance, or compromise that may be granted or given by
Administrative Agent or any Lender to any other obligor on the Obligation; (g)
any neglect, delay, omission, failure, or refusal of Administrative Agent or any
Lender to take or prosecute any action in connection with the Guaranteed Debt or
to foreclose, take, or prosecute any action in connection with any Loan
Document; (h) any failure of Administrative Agent or any Lender to notify
Guarantor of any renewal, extension, or assignment of any Guaranteed Debt, or
the release of any security or of any other action taken or refrained from being
taken by Administrative Agent or any Lender against Borrower or any new
agreement between Administrative Agent, any Lender, and Borrower; it being
understood that neither Administrative Agent nor any Lender is required to give
Guarantor any notice of any kind under any circumstances whatsoever with respect
to or in connection with any Guaranteed Debt, other than any notice required to
be given to Guarantor by Law or elsewhere in this Guaranty; (i) the
unenforceability of any Guaranteed Debt against any other obligor or any
security securing same because it exceeds the amount permitted by Law, the act
of creating it is ultra vires, the officers creating it exceeded their authority
or violated their fiduciary duties in connection with it, or otherwise; or (j)
any payment of the Obligation to Administrative Agent or any Lender is held to
constitute a preference under any Debtor Relief Law or for any other reason
Administrative Agent or any Lender is required to refund that payment or make
payment to someone else (and in each such instance this Guaranty will be
reinstated in an amount equal to that payment).



<PAGE>

         9. WAIVERS. By execution hereof, Guarantor acknowledges and agrees to
the waivers set forth in SECTION 11.2 of the Credit Agreement. To the maximum
extent lawful, Guarantor waives all Rights by which it might be entitled to
require suit on an accrued right of action in respect of any Guaranteed Debt or
require suit against Borrower or others, whether arising under Section 34.02 of
the Texas Business and Commerce Code, as amended (regarding its Right to require
Administrative Agent or Lenders to sue Borrower on accrued right of action
following its written notice to Administrative Agent or Lenders), Section 17.001
of the Texas Civil Practice and Remedies Code, as amended (allowing suit against
it without suit against Borrower, but precluding entry of judgment against it
before entry of judgment against Borrower), Rule 31 of the Texas Rules of Civil
Procedure, as amended (requiring Administrative Agent or Lenders to join
Borrower in any suit against it unless judgment has been previously entered
against Borrower), or otherwise.

         10. LOAN DOCUMENTS. By execution hereof, Guarantor covenants and agrees
that all representations, warranties, terms, covenants, and conditions set forth
in the Credit Agreement which state that they apply to Guarantor are applicable
to Guarantor and shall be imposed upon Guarantor, and Guarantor reaffirms that
each such representation and warranty is true and correct and covenants and
agrees to promptly and properly perform, observe, and comply with each such
term, covenant, or condition. Guarantor acknowledges and agrees that this
Guaranty is subject to the offset provisions of SECTION 3.14 of the Credit
Agreement in favor of Administrative Agent and Lenders. In the event the Credit
Agreement or any other Loan Document shall cease to remain in effect for any
reason whatsoever during any period when any part of the Guaranteed Debt remains
unpaid, the terms, covenants, and agreements of the Credit Agreement or such
other Loan Document incorporated herein by reference shall nevertheless continue
in full force and effect as obligations of Guarantor under this Guaranty.

         11. RELIANCE AND DUTY TO REMAIN INFORMED. Guarantor confirms that it
has executed and delivered this Guaranty after reviewing the terms and
conditions of the Loan Documents and such other information as it has deemed
appropriate in order to make its own credit analysis and decision to execute and
deliver this Guaranty. Guarantor confirms that it has made its own independent
investigation with respect to Borrower's creditworthiness and is not executing
and delivering this Guaranty in reliance on any representation or warranty by
Administrative Agent or any Lender as to that creditworthiness. Guarantor
expressly assumes all responsibilities to remain informed of the financial
condition of Borrower and any circumstances affecting Borrower's ability to
perform under the Loan Documents to which it is a party.

         12. NO REDUCTION. The Guaranteed Debt may not be reduced, discharged,
or released because or by reason of any existing or future offset, claim, or
defense (except for the defense of complete and final payment of the Guaranteed
Debt) of Borrower or any other obligor against Administrative Agent or any
Lender or against payment of the Guaranteed Debt, whether that offset, claim, or
defense arises in connection with the Guaranteed Debt or otherwise. Those claims
and defenses include, without limitation, failure of consideration, breach of
warranty, fraud, bankruptcy, incapacity/infancy, statute of limitations, lender
liability, accord and satisfaction, usury, forged signatures, mistake,
impossibility, frustration of purpose, and unconscionability.

         13. INSOLVENCY OF GUARANTOR. Should Guarantor become insolvent, or fail
to pay Guarantor's debts generally as they become due, or voluntarily seek,
consent to, or acquiesce in, the benefit or benefits of any Debtor Relief Law
(other than as a creditor or claimant), or become a party to (or be made the
subject of) any proceeding provided for by any Debtor Relief Law (other than as
a creditor or claimant) that could suspend or otherwise adversely affect the
Rights of Administrative Agent or any Lender granted



<PAGE>

hereunder, then, in any such event, the Guaranteed Debt shall be, as among
Guarantor, Administrative Agent and Lenders, a fully matured, due, and payable
obligation of Guarantor to Administrative Agent and Lenders (without regard to
whether Borrower is then in default under the Loan Documents or whether the
Obligation, or any part thereof, is then due and owing by Borrower to any
Lender), payable in full by Guarantor to Lenders upon demand, and the amount
thereof so payable shall be the estimated amount owing in respect of the
contingent claim created hereunder.

         14. LOAN DOCUMENT. This Guaranty is a Loan Document and is subject to
the applicable provisions of SECTIONS 1 and 14 of the Credit Agreement,
including, without limitation, the provisions relating to GOVERNING LAW,
JURISDICTION, VENUE AND SERVICE OF PROCESS, all of which are incorporated into
this Guaranty by reference the same as if set forth in this Guaranty verbatim.

         15. NOTICES. For purposes of SECTION 14.3 of the Credit Agreement,
Guarantor's address and telecopy number are as set forth next to Guarantor's
signature on the signature page hereof.

         16. AMENDMENTS, ETC. No amendment, waiver, or discharge to or under
this Guaranty is valid unless it is in writing and is signed by the party
against whom it is sought to be enforced and is otherwise in conformity with the
requirements of SECTION 14.11 of the Credit Agreement.

         17. ADMINISTRATIVE AGENT AND LENDERS. Administrative Agent is
Administrative Agent for each Lender under the Credit Agreement. All Rights
granted to Administrative Agent under or in connection with this Guaranty are
for each Lender's ratable benefit. Administrative Agent may, without the joinder
of any Lender, exercise any Rights in Administrative Agent's or Lenders' favor
under or in connection with this Guaranty. Administrative Agent's and each
Lender's Rights and obligations vis-a-vis each other may be subject to one or
more separate agreements between those parties. However, Guarantor is not
required to inquire about any such agreement or is subject to any terms of it
unless Guarantor specifically joins such agreement. Therefore, neither Guarantor
nor its successors or assigns is entitled to any benefits or provisions of any
such separate agreement or is entitled to rely upon or raise as a defense any
party's failure or refusal to comply with the provisions of such agreement.

         18. PARTIES. This Guaranty benefits Administrative Agent, Lenders, and
their respective successors and assigns and binds Guarantor and its successors
and assigns. Upon appointment of any successor Administrative Agent under the
Credit Agreement, all of the Rights of Administrative Agent under this Guaranty
automatically vest in that new Administrative Agent as successor Administrative
Agent on behalf of Lenders without any further act, deed, conveyance, or other
formality other than that appointment. The Rights of Administrative Agent and
Lenders under this Guaranty may be transferred with any assignment of the
Guaranteed Debt. The Credit Agreement contains provisions governing assignments
of the Guaranteed Debt and of Rights and obligations under this Guaranty.

         19. NO GENERAL PARTNERS' LIABILITY. By their acceptance of this
Guaranty, the Administrative Agent and the Lenders agree for themselves and
their respective successors and assigns, including any subsequent holder of any
Note, that any claim against Guarantor which may arise under this Guaranty shall
be made only against and shall be limited to the assets of Guarantor, and that
no judgment, order or execution entered in any suit, action or proceeding,
whether legal or equitable, on this Guaranty shall be obtained or enforced
against any general partner of Guarantor (individually, a "GENERAL PARTNER", and
collectively, "GENERAL PARTNERS") or its or their assets for the purpose of
obtaining satisfaction and payment of this Guaranty, the Guaranteed Debt or any
claims arising hereunder, any right to proceed against the General Partners
individually or their respective assets being hereby expressly waived, renounced
and remitted by the Lenders for themselves and their respective successor and
assigns. Nothing in this SECTION



<PAGE>

19, however, shall be construed so as to prevent the Administrative Agent, any
Lender or any other holder of any Note from commencing any action, suit or
proceeding with respect to or causing legal papers to be served upon any General
Partner for the purpose of obtaining jurisdiction over Guarantor.


                     REMAINDER OF PAGE INTENTIONALLY BLANK.
                            SIGNATURE PAGE TO FOLLOW.




<PAGE>

         EXECUTED as of the date first stated in this Guaranty.



Address:                                     NORTHERN BORDER INTERMEDIATE
                                             LIMITED PARTNERSHIP
Northern Border Intermediate Partnership
1400 Smith Street                            GUARANTOR:
Houston, TX  77002
Attn:    Angus Hardie Davis
         NBP Services Corporation            By:
Telephone:        713/853-6941                    ------------------------------
Facsimile:        713/646-4970                    Name:
                                                         -----------------------
with a copy to:                                   Title:
                                                         -----------------------
Mr. Jerry L. Peters
Chief Financial and Accounting Officer
Northern Border Partners, L.P.
1111 South 103rd Street
Omaha, NE  68124-1000
Telephone: 402/398-7722
Telecopy:  402/398-7803

and with a copy to:

Ms. Janet Place
Vice President, Legal
Northern Plains Natural Gas Company
1111 South 103rd Street
Omaha, NE  68124-1000
Telephone:        402/398-7886
Facsimile:        402/398-7780



                                    GUARANTY
                                 SIGNATURE PAGE

<PAGE>


                                    EXHIBIT D

                         FORM OF COMPLIANCE CERTIFICATE
                        (Northern Border Partners, L.P.)

   FOR                 ENDED                         ,
       ---------------       ------------------------ ----

            DATE:                             ,
                  ---------------------------- ----

ADMINISTRATIVE AGENT:               Bank of America, N.A.

BORROWER:                NORTHERN BORDER PARTNERS, L.P.


         This certificate is delivered under the 364-Day Credit Agreement, dated
as of June 28, 2000 (as amended, modified, supplemented, or restated from time
to time, the "CREDIT AGREEMENT"), among Borrower, Administrative Agent, and
Lenders party thereto. Capitalized terms used herein and not otherwise defined
herein shall have the meaning given to such terms in the Credit Agreement.

         I certify to Lenders that:

         (a) I am a Responsible Officer in the position(s) set forth under my
signature below;

         (b) the Financial Statements of the Loan Parties, and their respective
Subsidiaries, as applicable (the "REPORTING ENTITIES"), attached to this
certificate were prepared in accordance with GAAP, and present fairly in all
material respects the consolidated financial condition and results of operations
of the Reporting Entities as of, and for the (three, six, or nine months, or
fiscal year) ended on, _______________, _______ (the "SUBJECT PERIOD") (subject
only to normal year-end audit adjustments);

         (c) a review of the activities of the Reporting Entities during the
Subject Period has been made under my supervision with a view to determining
whether, during the Subject Period, the Loan Parties have fulfilled their
respective obligations under the Loan Documents, and during the Subject Period,
(i) the Loan Parties have observed or performed all of the covenants and
conditions of the Loan Documents (except for the deviations, if any, set forth
on ANNEX A to this certificate) in all material respects, (ii) no Default (nor
any Potential Default) has occurred and is continuing (except the Defaults or
Potential Defaults, if any, described on ANNEX A to this Certificate) and (iii)
the representation and warranties of Borrower contained in SECTION 8 of the
Agreement are true and correct in all material respects as though made on and as
of the date hereof (except such representations and warranties which expressly
refer to an earlier date, which are true and correct in all material respects as
of such earlier date); and

         (d) the status of compliance by the Loan Parties with SECTION 10.12 of
the Credit Agreement at the end of the Subject Period is as set forth on ANNEX B
to this certificate.


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


<PAGE>

                        ANNEX A TO COMPLIANCE CERTIFICATE

                         DEVIATIONS FROM LOAN DOCUMENTS/
                         DEFAULTS OR POTENTIAL DEFAULTS

                              (If none, so state.)




<PAGE>

                        ANNEX B TO COMPLIANCE CERTIFICATE

                     Status of Compliance with SECTION 10.12
                             of the Credit Agreement


SECTION 10.12 - CAPITALIZATION RATIO

         a.       Funded Debt                                          $
                                                                        -------
         b.       Capitalization (Funded Debt plus partners' capital)  $
                                                                        -------
         c.       Capitalization Ratio (the ratio of Line a to Line b)         %
                                                                        -------
         d.       Maximum Ratio                                              35%




<PAGE>

                                    EXHIBIT E

                   FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

         Reference is made to the 364-Day Credit Agreement dated as of June 28,
2000 (as amended, modified, supplemented, or restated to the Effective Date, the
"CREDIT AGREEMENT") among Northern Border Partners, L.P., a Delaware limited
partnership ("BORROWER"), Bank of America, N.A., as Administrative Agent for
Lenders ("ADMINISTRATIVE AGENT"), and Lenders party thereto. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement.

         "ASSIGNOR" and "ASSIGNEE" referred to on SCHEDULE 1 agree as follows:

         1. Assignor hereby sells and assigns to Assignee, without recourse and
without representation or warranty except as expressly set forth herein, and
Assignee hereby purchases and assumes from Assignor, an interest in and to
Assignor's Rights and obligations under the Credit Agreement and the related
Loan Documents as of the Effective Date equal to the percentage interest
specified on SCHEDULE 1 of all outstanding Rights and obligations with respect
to the Facilities under the Credit Agreement as set forth on SCHEDULE 1 (the
"ASSIGNED FACILITY"). After giving effect to such sale and assignment,
Assignor's and Assignee's Committed Sum under the Facility under the Credit
Agreement will be as set forth on SCHEDULE 1.

         2. Assignor (a) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (b) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties, or representations made in or in connection with the Loan Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency,
or value of the Loan Documents or any other instrument or document furnished
pursuant thereto; (c) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any party to any Loan
Document or the performance or observance by any such party of any of its
obligations under the Loan Documents or any other instrument or document
furnished pursuant thereto; and (d) attaches the Notes held by Assignor (to the
extent any of the Principal Debt being assigned and owed to Assignor is
evidenced by Notes) and requests that Administrative Agent exchange such Notes
for new Notes if so requested by either Assignor or Assignee. Any such new Notes
shall be prepared in accordance with the provisions of SECTION 3.1(b) of the
Credit Agreement and will reflect the respective Committed Sums or Principal
Debt of Assignee and Assignor after giving effect to this Assignment and
Acceptance Agreement.

         3. Assignee (a) represents and warrants that it is legally authorized
to enter into this Assignment and Acceptance Agreement; (b) confirms that it has
received a copy of the Credit Agreement, together with copies of the Current
Financials and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Assignment and
Acceptance Agreement; (c) agrees that it will, independently and without
reliance upon Administrative Agent, Assignor, or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (d) confirms that it is an Eligible Assignee; (e) appoints
and authorizes Administrative Agent to take such action as Administrative Agent
on its behalf and to exercise such powers and discretion under the Credit
Agreement as are delegated to Administrative Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental thereto;
(f) agrees that it will perform in accordance with their terms all of the
obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender; and (g)



<PAGE>

attaches any U.S. Internal Revenue Service or other forms required under SECTION
4.6(d) of the Credit Agreement.

         4. Following the execution of this Assignment and Acceptance Agreement
by Assignor, Assignee, and Borrower (to the extent required hereunder), it will
be delivered to Administrative Agent for acceptance and recording by
Administrative Agent pursuant to the Credit Agreement. The effective date for
this Assignment and Acceptance Agreement shall be the date described on SCHEDULE
1 (the "EFFECTIVE DATE"), which shall not, unless otherwise agreed to by
Administrative Agent, be earlier than five Business Days from the date of such
acceptance and recording by Administrative Agent.

         5. Upon such acceptance and recording by Administrative Agent, as of
the Effective Date, (a) Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance Agreement, have the
Rights and obligations of a Lender thereunder, and (b) Assignor shall, to the
extent provided in this Assignment and Acceptance Agreement, relinquish its
Rights and be released from its obligations under the Agreement.

         6. Upon such acceptance and recording by Administrative Agent, from and
after the Effective Date, Administrative Agent shall make all payments under the
Credit Agreement, the Notes (to the extent any of the Principal Debt owed to
Assignee is evidenced by Notes), and loan accounts in respect of the interest
assigned hereby (including, without limitation, all payments of principal,
interest, and commitment fees and other fees with respect thereto) to Assignee.
Assignor and Assignee shall make all appropriate adjustments in payments under
the Credit Agreement and the other Loan Documents for periods prior to the
Effective Date directly between themselves.

         7. Unless Assignee is a Lender or an Affiliate of a Lender or unless a
Default or Potential Default then exists, this Assignment and Acceptance
Agreement is conditioned upon the consent of Borrower and Administrative Agent
pursuant to the definition of "Eligible Assignee" in the Credit Agreement. The
execution and delivery of this Assignment and Acceptance Agreement by Borrower
and Administrative Agent is evidence of this consent.

         8. As contemplated by SECTION 14.13(b)(iv) of the Credit Agreement,
Assignor or Assignee (as determined between Assignor and Assignee) agrees to pay
to Administrative Agent for its account on the Effective Date in federal funds a
processing fee of $3,500.

         9. THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

         10. This Assignment and Acceptance Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of SCHEDULE 1 to this Assignment and Acceptance Agreement
by telecopier shall be effective as delivery of a manually executed counterpart
of this Assignment and Acceptance Agreement.

         IN WITNESS WHEREOF, Assignor and Assignee have caused SCHEDULE 1 to
this Assignment and Acceptance Agreement to be executed by their officers
thereunto duly authorized as of the date specified thereon.




<PAGE>

                                   SCHEDULE 1
                     TO ASSIGNMENT AND ACCEPTANCE AGREEMENT


<TABLE>
<CAPTION>
                                        COMMITTED SUM OR
      ASSIGNED FACILITY             PRINCIPAL DEBT ASSIGNED                        COMMITMENT PERCENTAGE
      -----------------             -----------------------                        ---------------------
                                        (AS APPLICABLE)                    (I.E. THE PROPORTION THAT ASSIGNEE'S
                                                                             COMMITTED SUM FOR THE ASSIGNED
                                                                            FACILITY BEARS TO THE AGGREGATE
                                                                           COMMITTED SUM OF ALL LENDERS AFTER
                                                                      GIVING EFFECT TO THE ASSIGNMENT) (SET FORTH
                                                                             TO AT LEAST 8 DECIMAL POINTS)
<S>                                <C>                               <C>

REVOLVER FACILITY
</TABLE>

EFFECTIVE DATE OF ASSIGNMENT:    *                  ,
                                  -------------- ---  ------

                                   [NAME OF ASSIGNOR], as Assignor
                                   By:
                                      ------------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                  ------------------------------
                                   Date:
                                         ---------------------------------------
                                   Address for Notice:
                                                      --------------------------

                                   ---------------------------------------------
                                   Attn:
                                        ----------------------------------------
                                   Telephone:
                                              ----------------------------------
                                   Telecopier:
                                              ----------------------------------

                                   [NAME OF ASSIGNEE], as Assignee
                                   By:
                                      ------------------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                  ------------------------------
                                   Date:
                                         ---------------------------------------
                                   Address for Notice:
                                                      --------------------------

                                   ---------------------------------------------
                                   Attn:
                                        ----------------------------------------
                                   Telephone:
                                              ----------------------------------
                                   Telecopier:
                                              ----------------------------------

*    This date should be no earlier than five Business Days after the delivery
     of this Assignment and Acceptance Agreement to Administrative Agent.




<PAGE>

If SECTION 14.13(b) and the definition of "Eligible Assignee" of the Credit
Agreement so require, Borrower and Administrative Agent consent to this
Assignment and Acceptance Agreement.

                                        NORTHERN BORDER PARTNERS, L.P.

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


                                        BANK OF AMERICA, N.A.,
                                        as Administrative Agent
                                        By:
                                             -----------------------------------
                                             Name:
                                                   -----------------------------
                                             Title:
                                                   -----------------------------
                                        Date:                    ,
                                             -------------------- --------------



                       ASSIGNMENT AND ACCEPTANCE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>

                                   EXHIBIT F-1

                 FORM OF LEGAL OPINION OF VINSON & ELKINS L.L.P.

                                 June ___, 2000

To each of the Lenders party to the Credit Agreement referred to below and
Bank of America, N.A., as Administrative Agent


Re:      Northern Border Partners, L.P.

Ladies and Gentlemen:

         This opinion is furnished to you pursuant to Section 7.1 of the 364-Day
Credit Agreement dated as of June 28, 2000 (the "CREDIT AGREEMENT") among
Northern Border Partners, L.P., a Delaware limited partnership, as Borrower (the
"BORROWER"), the Lenders (defined therein), and Bank of America, N.A., as
Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned such terms in the Credit Agreement.

         In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion, we have relied upon representations and warranties of the Borrower and
the Intermediate Partnership contained in the Credit Agreement and the Guaranty.
We have also relied on the matters contained in the opinions rendered by
counsels to the Borrower and Intermediate Partnership and the General Partners.

         In rendering the opinions set forth herein, we have examined and relied
on originals or copies, certified or otherwise identified to our satisfaction of
the following ("LOAN DOCUMENTS"):

                  (a)      the Credit Agreement;

                  (b)      the Notes; and

                  (c)      the Guaranty executed by the Intermediate
                           Partnership.

         1.       Based upon the foregoing and subject to the limitations,
                  qualifications and exceptions set forth herein, we are of the
                  opinion that the Credit Agreement and each of the Notes
                  constitute valid and binding obligations of the Borrower
                  enforceable against the Borrower in accordance with their
                  respective terms, and that the Guaranty constitutes valid and
                  binding obligations of the Intermediate Partnership
                  enforceable against the Intermediate Partnership in accordance
                  with its terms.

         2.       We are of the opinion that neither the Borrower nor the
                  Intermediate Partnership is an "investment company" or a
                  company "controlled" by an "investment company" within the
                  meaning of the Investment Company Act of 1940, as amended.


<PAGE>

         3.       The execution and delivery of the Loan Documents by the
                  Borrower and the Intermediate Partnership, and the performance
                  of their respective obligations thereunder will not violate
                  any Texas law.

         4.       No action by or in respect of, or filing with, any
                  Governmental Authority under any Texas Law is required in
                  connection with the execution and delivery of the Loan
                  Documents by the Borrower and/or The Intermediate Partnership.

         The opinion in paragraph 1 above is subject to the following
qualifications and comments:

         (i) The enforceability of the Loan Documents may be subject to
         bankruptcy, insolvency, reorganization, fraudulent transfer or
         moratorium or similar laws affecting creditors' rights generally and
         general principles of equity (regardless of whether enforceability is
         considered in a proceeding in equity or at law).

         (ii) We express no opinion as to (A) provisions releasing, exculpating
         or exempting a party from, or requiring indemnification of a party for,
         liability for its own action or inaction, to the extent the same are
         inconsistent with public policy; (B) any provision of the Loan
         Documents to the extent it authorizes or permits any Person to set-off
         or apply any deposit, property or indebtedness owing to such party to
         or for the account of the Borrower or any Subsidiary of the Borrower;
         (C) provisions purporting to waive rights to notices, objections,
         demands, legal defenses, statutes of limitations, rights to trial by
         jury, or other benefits or rights that cannot be waived under
         applicable law; (D) the effect of the law of any jurisdiction (other
         than the State of Texas) wherein any Lender may be located which limits
         rates of interest which may be charged or collected by such Lender or
         imposes any tax on such Lender; (E) provisions granting to the
         Administrative Agent powers of attorney or authority to execute
         documents or to act by power of attorney on behalf of another party to
         the extent the Administrative Agent could not, under applicable law,
         take actions in its own name that it purports to take as
         attorney-in-fact for the grantor of such power of attorney; (F)
         provisions purporting to establish evidentiary standards for suits or
         proceedings to enforce the Loan Documents; and (G) provisions that
         decisions by a party are conclusive. In addition, we wish to highlight
         that provisions of the Loan Documents which permits either the
         Administrative Agent or the Lender to take action or to make
         determinations, or to benefit from indemnities and similar undertakings
         of the Borrower or the Intermediate Partnership, may be subject to a
         requirement that such action be taken or such determinations be made,
         and that any action or inaction by the Administrative Agent or a Lender
         which may give rise to a request for payment under such an undertaking
         be taken or made, on a reasonable basis and in good faith.

         (iii) We express no opinion as to the laws of any jurisdiction other
         than the laws of the State of Texas and the United States of America.
         In addition, we have not been called upon to, and accordingly do not,
         express any opinion as to the various state and federal laws regulating
         banks or the conduct of their business that may relate to the Loan
         Documents or the transactions contemplated thereby.




<PAGE>

         This opinion is being furnished only to the addressees named above, and
is solely for the benefit of such addressees and is not to be used, circulated,
quoted, relied upon or otherwise referred to for any purpose without our prior
written consent; provided, however, that any Person that becomes a Lender or
successor Agent pursuant to the terms of the Credit Agreement may rely on this
opinion as if it were addressed to such Person and delivered on the date hereof.


                                             Very truly yours,




                                             VINSON & ELKINS L.L.P.






<PAGE>

                                   EXHIBIT F-2

                               FORM OF OPINION OF
             GENERAL COUNSEL TO NORTHERN PLAINS NATURAL GAS COMPANY


                                 June ____, 2000


To each of the Lenders party to the Credit Agreement referred to below, and
Bank of America, N.A., as Administrative Agent



Re:      Northern Border Partners, L.P.

Gentlemen:

         This opinion is furnished to you pursuant to Section 7.1 of the Credit
Agreement dated as of June 28, 2000 (the "CREDIT AGREEMENT") among Northern
Border Partners L.P., a Delaware limited partnership, as Borrower (the
"BORROWER"), the Lenders (defined therein), and Bank of America, N.A., as
Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT"). Terms
defined in the Credit Agreement not otherwise defined herein are used herein as
therein defined.

         I am Vice President and General Counsel of Northern Plains Natural Gas
Company, a general partner of the Borrower ("GENERAL PARTNER"), and in such
capacity am familiar with the negotiation, preparation, execution and delivery
of the Credit Agreement.

         In that connection, I have examined the Credit Agreement, the Guaranty
and the documents furnished pursuant to SECTION 7 of the Credit Agreement. I
have also examined the originals, or copies certified to my satisfaction, of
such other partnership records of the Borrower and the Intermediate Partnership,
certificates of public officials and of authorized representatives of the
Borrower and the Intermediate Partnership, and such other agreements,
instruments and documents, as I have deemed necessary as a basis for the
opinions hereinafter expressed. As to questions of fact material to such
opinions, I have relied upon certificates of authorized representatives of the
Borrower and the Intermediate Partnership or of public officials.

         In rendering my opinions, I have assumed the due execution and
delivery, pursuant to the due authorization, of the Loan Documents by each party
thereto other than the Borrower and the Intermediate Partnership, and that the
Loan Documents constitute valid and binding agreements of such other parties.

         Based upon the foregoing and upon such investigation as I have deemed
necessary, I am of the opinion that:

         1.       Each of the Borrower and the Intermediate Partnership is a
                  limited partnership duly existing under the Delaware Revised
                  Uniform Limited Partnership Act ("DELAWARE ACT"). Each of the
                  Partnership Agreement and the Intermediate Partnership
                  Agreement is in full force and effect and each of the Borrower
                  and the Intermediate Partnership has full power and


<PAGE>

                  authority under its respective partnership agreement and the
                  Delaware Act to own its property and to conduct the business
                  in which it is currently engaged and execute and deliver, and
                  to perform its obligations, if any, under each of the Loan
                  Documents to which it is a party. Each of the Borrower and the
                  Intermediate Partnership is duly authorized to do business
                  wherever the nature of its properties or its activities
                  requires such authorization except where failure to have such
                  authorization would not be or result in a Material Adverse
                  Event.

         2.       The General Partner is a corporation duly incorporated,
                  validly existing and in good standing under the laws of the
                  State of Delaware. The General Partner is duly authorized to
                  do business wherever the nature of its properties or its
                  activities requires such authorization except where failure to
                  have such authorization would not be or result in a Material
                  Adverse Event. The General Partner has full power and
                  authority to own its property and to conduct the business in
                  which it is currently engaged.

         3.       The Credit Agreement and the Notes have been duly executed and
                  delivered by the Borrower. The Guaranty has been duly executed
                  and delivered by the Intermediate Partnership.

         4.       The execution, delivery and performance by each of the
                  Borrower and the Intermediate Partnership of each of the Loan
                  Documents to which it is a party are within its partnership
                  powers, have been duly authorized by all necessary partnership
                  action and do not and will not: (i) result in a breach of or
                  constitute a default under any of the following: (A) its
                  respective Partnership agreement or any agreement known to me
                  of the Borrower and the Intermediate Partnership or among the
                  General Partners which governs the management or operations of
                  the Borrower and the Intermediate Partnership, (B) any
                  indenture or loan or credit agreement known to me to which the
                  Borrower or the Intermediate Partnership is a party or by
                  which it or any of its property or assets is bound, or (C) any
                  other agreement, lease or instrument known to me to which the
                  Borrower or the Intermediate Partnership is a party or by
                  which it or any of its property or assets is bound and which
                  is material to the Borrower or the Intermediate Partnership,
                  or (ii) violate any provision of any law, rule or regulation,
                  or, to the best of my knowledge, any order, writ judgment,
                  injunction, decree, determination or award binding on the
                  Borrower or the Intermediate Partnership or any of its
                  property or assets, or (iii) result in or require, under any
                  document referred to above in clause (i), the creation or
                  imposition of any Lien upon or with respect to any of the
                  properties or assets now owned or hereafter acquired by the
                  Borrower or the Intermediate Partnership.

         5.       Each of the Borrower and the Intermediate Partnership has
                  obtained all material government approvals which are required
                  for its due execution, delivery and performance of the Loan
                  Documents to which it is a party.

         6.       There is no pending or, to my knowledge, threatened action or
                  proceeding to which the Borrower, the Intermediate Partnership
                  or the General Partner is or would become a party before any
                  court, governmental agency or arbitrator which could
                  reasonably be expected to be or result in any Material Adverse
                  Event.


<PAGE>

         7.       None of the Borrower, the Intermediate Partnership or the
                  General Partner are subject to, or they are exempt from,
                  regulation as a "holding company" or a "subsidiary company" of
                  a "holding company," or an "affiliate" of a "holding company"
                  or of a "subsidiary company" of a "holding company" within the
                  meaning of the Public Utility Holding Company Act of 1935, as
                  amended ("PUHCA").

         8.       If all material facts and issues of law were presented and
                  properly argued, a court applying the laws of the State of
                  Nebraska would decide, as a matter of conflicts of laws, to
                  give effect to the governing law provision contained in
                  Section 13.7 of the Credit Agreement and Section 14 of the
                  Guaranty.

                                             Very truly yours,



                                            -----------------------------------
                                            Janet K. Place
                                            Vice President & General Counsel
                                            NORTHERN PLAINS NATURAL GAS COMPANY,
                                            A General Partner



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                                   EXHIBIT F-3

                    FORM OF OPINION OF COUNSEL TO PAN BORDER

                                 June ____, 2000


To each of the Lenders party to the Credit Agreement referred to below, and
Bank of America, N.A., as Administrative Agent,


Re:      Northern Border Partners, L.P.


Gentlemen:

         This opinion is furnished to you pursuant to Section 7.1 of the 364-Day
Credit Agreement dated as of June 28, 2000 (the "CREDIT AGREEMENT") among
Northern Border Partners, L.P., a Delaware limited partnership, as Borrower (the
"BORROWER"), the Lenders (defined therein), and Bank of America, N.A., as
Administrative Agent (in such capacity, the "ADMINISTRATIVE AGENT"). Terms
defined in the Credit Agreement not otherwise defined herein are used herein as
therein defined.

         I am Vice President and General Counsel of Pan Border Gas Company, a
general partner of the Borrower ("GENERAL PARTNER"), and in such capacity am
familiar with the negotiation, preparation, execution and delivery of the Credit
Agreement.

         In that connection, I have examined the Credit Agreement. I have also
examined the originals, or copies certified to my satisfaction, of such other
corporate records of the General Partner, certificates of public officials and
of authorized representatives of the General Partner, and such other agreements,
instruments and documents, as I have deemed necessary as a basis for the
opinions hereinafter expressed. As to questions of fact material to such
opinions, I have relied upon certificates of authorized representatives of the
General Partner or of public officials.

         In rendering my opinions, I have assumed the due execution and
delivery, pursuant to the due authorization, of the Credit Agreement by each
party thereto other than the General Partner, and that the Credit Agreement
constitutes a valid and binding agreement of such other parties.

         Based upon the foregoing and upon such investigation as I have deemed
necessary, I am of the opinion that:

         1.       The General Partner is a corporation duly incorporated,
                  validly existing and in good standing under the laws of the
                  State of Delaware, and has full power and authority under its
                  certificate of incorporation and By-laws to own its property
                  and to conduct the business in which it is currently engaged.
                  The General Partner is duly authorized to do business wherever
                  the nature of its properties or its activities requires such
                  authorization except where failure to have such authorization
                  would not have be or result in a Material Adverse Event.


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         2.       There is no pending or, to my knowledge, threatened action or
                  proceeding to which the General Partner is or would become a
                  party before any court, governmental agency or arbitrator
                  which could reasonably be expected to be or result in a
                  Material Adverse Event.

         3.       The General Partner is not subject to, or is exempt from,
                  regulation as a "holding company" or a "subsidiary company" of
                  a "holding company," or an "affiliate" of a "holding company"
                  or of a "subsidiary company" of a "holding company," within
                  the meaning of the Public Utility Holding Company Act of 1935,
                  as amended.

                                             Very truly yours,



                                             -----------------------------------
                                             Janet K. Place
                                             Vice President and General Counsel
                                             Pan Border Gas Company




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                                   EXHIBIT F-4

                 FORM OF OPINION OF COUNSEL TO NORTHWEST BORDER

                                 June ____, 2000


To each of the Lenders party to the Credit Agreement referred to below, and Bank
of America, N.A., as Administrative Agent.


Re:      Northern Border Partners, L.P.


Gentlemen:

         I am General Counsel of The Williams Companies, Inc. ("TWC") the
ultimate parent corporation of Northwestern Border Pipeline Company, a Delaware
corporation, (the "General Partner") and have acted as counsel to the General
Partner in connection with the Credit Agreement dated as of June 28, 2000 (the
"Credit Agreement") among Northern Border Partners, L.P., a Delaware limited
partnership, as Borrower (the "Borrower"), the Lenders (defined therein) and
Bank of America, N.A., as Administrative Agent (in such capacity, the
"Administrative Agent"). This opinion is furnished to you pursuant to Section
7.1 of the Credit Agreement. Terms defined in the Credit Agreement not otherwise
defined herein are used herein as therein defined.

         In connection with the opinions expressed herein, I, or other attorneys
reporting to me, have examined and relied upon copies of the following
documents:

         (a)      the Credit Agreement and all exhibits and attachments thereto;

         (b)      TWC Secretary's Certificate attached hereto;

         (c)      Certificate of Incorporation and By Laws of the General
                  Partner.

         Those documents identified in items (a) through (c) above are
collectively referred to herein as the "Transaction Documents." In connection
with this opinion, I or other attorneys working under my supervision have (i)
investigated such questions of law, (ii) examined such corporate documents and
records of the General Partner and certificates of public officials, and (iii)
received such information from officers and representatives of the General
Partner and made such investigations as I or other attorneys under my
supervision have deemed necessary or appropriate for the purposes of this
opinion. I have not, nor have other attorneys under my supervision, conducted
independent investigations or inquiries to determine the existence of matters,
actions, proceedings, items, documents, facts, judgments, decrees, franchises,
certificates, permits, or the like and have made no independent search of the
records of any court, arbitrator, or Governmental Authority affecting any
Person, and no inference as to my knowledge thereof shall be drawn from the fact
of my representation of any party or otherwise.

         This opinion is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the American Bar Association
Section of Business Law (1991). As a consequence, this opinion letter is subject
to a number of qualifications, exceptions, definitions, limitations on coverage,
and


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other limitations, in addition to those set forth herein, all as more
particularly described in such Accord, and should be read in connection
therewith.

         Based upon and subject to the foregoing and the other qualifications,
limitations, and assumptions set forth below and upon such other matters as I
have deemed appropriate, I am of the opinion that:

         1. The General Partner is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware, and has
full power and authority under its certificate of incorporation and By-laws to
own its property and to conduct the business in which it is currently engaged.

         2. The General Partner is duly authorized to do business wherever the
nature of its properties or its activities requires such authorization and where
failure to have such authorization would result in a Material Adverse Event.

         3. There is no pending or, to my knowledge, threatened action or
proceeding to which the General Partner is or would become a party before any
court, governmental agency or arbitrator which could reasonably be expected to
be or result in a Material Adverse Event.

         4. The General Partner is not subject to regulation as a "holding
company" or a "subsidiary company" of a "holding company", or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company", within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

         The opinions expressed in this letter are subject to the following
additional qualifications and limitations:

         A. My opinions in paragraphs 1 and 2 with respect to incorporation,
good standing, and qualification of the General Partner is based solely on the
Certificate of the TWC Secretary attesting to the existence, good standing and
qualification of the General Partner.

         B. Qualification of any statement or opinion herein by the use of the
words "to my knowledge" means that during the course of representation in
connection with the transactions contemplated by the Transaction Documents, no
information has come to the attention of me or other attorneys working under my
supervision that would give me or such attorneys current actual knowledge of the
existence of facts or matters so qualified. Neither I, nor other attorneys
working under my supervision, have undertaken any investigation to determine the
existence of facts, and no inference as to our knowledge thereof shall be drawn
from the fact of the representation by me or attorneys reporting to me of any
party or otherwise.

         I am qualified to practice law in the States of New York and Oklahoma
and do not hold myself out as an expert on, or express any opinion herein
concerning, the laws of any jurisdiction other than the Delaware Revised Uniform
Limited Partnership Act and applicable federal law of the Unites States of
America as in effect on the date hereof.

         This opinion letter is limited to the matters expressly set forth
herein, and no opinions are intended to be implied or may be inferred beyond
those expressly stated herein. These opinions are rendered as of the date hereof
and are based on the facts and circumstances related to the substance of the
opinions expressed herein as they exist on the date hereof, and I disclaim any
undertaking to advise you of any subsequent events or circumstances that would
affect the opinions herein.


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         This opinion letter is solely for the use and benefit of Lenders and
Administrative Agent in consummating the transaction contemplated by the
Transaction Documents, and may not be used or relied upon by, quoted,
transmitted to, or filed with any other Person or for any other purpose
whatsoever without in each instance my prior written consent.

                                             Very truly yours,



                                             William G. von Glahn
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