EXHIBIT 10.____


                                                           HAYNES AND BOONE, LLP
                                                                         6/26/00


                           REVOLVING 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 ........................................................................13
     2.1    Facility ....................................................................................13
     2.2    LC Subfacility ..............................................................................13
     2.3    Terminations, Reductions or Increases of Commitments ........................................16
     2.4    Increase in Commitments .....................................................................16
     2.5    Borrowing Procedure .........................................................................18
     2.6    Extension of Maturity Date ..................................................................18

SECTION 3   TERMS OF PAYMENT ............................................................................19
     3.1    Loan Accounts, Notes, and Payments ..........................................................19
     3.2    Interest and Principal Payments .............................................................20
     3.3    Prepayments .................................................................................20
     3.4    Interest Options ............................................................................21
     3.5    Quotation of Rates ..........................................................................21
     3.6    Default Rate ................................................................................21
     3.7    Interest Recapture ..........................................................................21
     3.8    Interest Calculations .......................................................................21
     3.9    Maximum Rate ................................................................................22
     3.10   Interest Periods ............................................................................22
     3.11   Conversions .................................................................................22
     3.12   Order of Application ........................................................................23
     3.13   Sharing of Payments, Etc ....................................................................23
     3.14   Offset ......................................................................................24
     3.15   Booking Borrowings ..........................................................................24

SECTION 4   CHANGE IN CIRCUMSTANCES .....................................................................24
     4.1    Increased Cost and Reduced Return ...........................................................24
     4.2    Limitation on Types of Loans ................................................................25
     4.3    Illegality ..................................................................................25
     4.4    Treatment of Affected Loans .................................................................26
     4.5    Compensation ................................................................................26
     4.6    Taxes .......................................................................................26

SECTION 5   FEES ........................................................................................28
     5.1    Treatment of Fees ...........................................................................28
     5.2    Fees of Administrative Agent and Arranger ...................................................28
     5.3    Commitment Fees .............................................................................28
     5.4    LC Fees .....................................................................................28
     5.5    Utilization Fee .............................................................................29

SECTION 6   GUARANTY ....................................................................................29
     6.1    Guaranty ....................................................................................29

SECTION 7   CONDITIONS PRECEDENT ........................................................................29
</TABLE>


                                      (i)                 NBPLP CREDIT AGREEMENT
<PAGE>


<TABLE>
<S>         <C>                                                                                        <C>
     7.1    Conditions Precedent to Closing .............................................................29
     7.2    Conditions Precedent to Each Borrowing ......................................................29

SECTION 8   REPRESENTATIONS AND WARRANTIES ..............................................................30
     8.1    Purpose of Credit Facility ..................................................................30
     8.2    Existence, Good Standing, Authority, and Authorizations .....................................30
     8.3    Subsidiaries ................................................................................30
     8.4    Authorization and No Contravention ..........................................................31
     8.5    Binding Effect ..............................................................................31
     8.6    Financial Statements ........................................................................31
     8.7    Litigation, Claims, Investigations ..........................................................31
     8.8    Taxes .......................................................................................31
     8.9    Environmental Matters .......................................................................31
     8.10   Employee Benefit Plans ......................................................................31
     8.11   Properties; Liens ...........................................................................32
     8.12   Government Regulations ......................................................................32
     8.13   Transactions with Affiliates ................................................................32
     8.14   Material Agreements .........................................................................32
     8.15   Insurance ...................................................................................32
     8.16   Compliance with Laws ........................................................................32
     8.17   Regulation U ................................................................................32
     8.18   Full Disclosure .............................................................................32
     8.19   No Default ..................................................................................33

SECTION 9   AFFIRMATIVE COVENANTS .......................................................................33
     9.1    Use of Proceeds .............................................................................33
     9.2    Books and Records ...........................................................................33
     9.3    Items to be Furnished .......................................................................33
     9.4    Inspections .................................................................................34
     9.5    Taxes .......................................................................................34
     9.6    Payment of Obligations ......................................................................34
     9.7    Maintenance of Existence, Assets, and Business ..............................................34
     9.8    Compliance with Laws, etc. ..................................................................35
     9.9    Insurance ...................................................................................35
     9.10   Preservation and Protection of Rights .......................................................35
     9.11   Pari Passu Status ...........................................................................35
     9.12   Maintenance of Tax Status ...................................................................35

SECTION 10  NEGATIVE COVENANTS ..........................................................................35
     10.1   Debt and Guaranties .........................................................................35
     10.2   Liens .......................................................................................36
     10.3   Transactions with Affiliates ................................................................36
     10.4   Assignment ..................................................................................37
     10.5   Government Regulations ......................................................................37
     10.6   Mergers; Sale of Assets. ....................................................................37
     10.7   Loan and Investments ........................................................................37
     10.8   Distributions ...............................................................................38
     10.9   Limitation on Business Activities ...........................................................38
     10.10  Certain Amendments to Cash Distribution Policies and Partnership Agreements .................38
     10.11  Restrictive Agreements, etc .................................................................38
     10.12  Employee Benefit Plans ......................................................................38
     10.13  Capitalization Ratio ........................................................................38
</TABLE>


                                      (ii)                NBPLP CREDIT AGREEMENT
<PAGE>


<TABLE>
<S>         <C>                                                                                        <C>
SECTION 11  DEFAULT .....................................................................................38
     11.1   Payment of Obligation .......................................................................38
     11.2   Covenants ...................................................................................38
     11.3   Debtor Relief ...............................................................................39
     11.4   Judgments and Attachments ...................................................................39
     11.5   Misrepresentation ...........................................................................39
     11.6   Change of Control ...........................................................................39
     11.7   Default Under Other Debt and Agreements .....................................................39
     11.8   Employee Benefit Plans ......................................................................40
     11.9   Validity and Enforceability of Loan Documents ...............................................40
     11.10  Environmental Liability .....................................................................40
     11.11  Dissolution .................................................................................40

SECTION 12  RIGHTS AND REMEDIES .........................................................................40
     12.1   Remedies Upon Default .......................................................................40
     12.2   Loan Party Waivers ..........................................................................41
     12.3   Performance by Administrative Agent .........................................................41
     12.4   Delegation of Duties and Rights .............................................................41
     12.5   Not in Control ..............................................................................41
     12.6   Course of Dealing ...........................................................................41
     12.7   Cumulative Rights ...........................................................................42
     12.8   Application of Proceeds .....................................................................42
     12.9   Certain Proceedings .........................................................................42
     12.10  Expenditures by Lenders .....................................................................42
     12.11  INDEMNIFICATION .............................................................................42

SECTION 13  AGREEMENT AMONG LENDERS .....................................................................43
     13.1   Administrative Agent ........................................................................43
     13.2   Expenses ....................................................................................44
     13.3   Proportionate Absorption of Losses ..........................................................44
     13.4   Delegation of Duties; Reliance ..............................................................45
     13.5   Limitation of Liability .....................................................................45
     13.6   Default .....................................................................................46
     13.7   Limitation of Liability .....................................................................46
     13.8   Relationship of Lenders .....................................................................46
     13.9   Benefits of Agreement .......................................................................46
     13.10  Agents ......................................................................................46
     13.11  Obligations Several .........................................................................47

SECTION 14  MISCELLANEOUS ...............................................................................47
     14.1   Headings ....................................................................................47
     14.2   Nonbusiness Days ............................................................................47
     14.3   Communications ..............................................................................47
     14.4   Form and Number of Documents ................................................................47
     14.5   Exceptions to Covenants .....................................................................47
     14.6   Survival ....................................................................................47
     14.7   Governing Law ...............................................................................48
     14.8   Invalid Provisions ..........................................................................48
     14.9   Entirety ....................................................................................48
     14.10  Jurisdiction; Venue; Service of Process .....................................................48
     14.11  Amendments, Consents, Conflicts, and Waivers ................................................49
     14.12  Multiple Counterparts .......................................................................49
     14.13  Successors and Assigns; Assignments and Participations ......................................49
</TABLE>


                                     (iii)                NBPLP CREDIT AGREEMENT
<PAGE>


<TABLE>
<S>         <C>                                                                                        <C>
     14.14  Confidentiality .............................................................................52
     14.15  Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances .................52
     14.16  No General Partners' Liability ..............................................................52

</TABLE>


                                      (iv)                NBPLP CREDIT AGREEMENT
<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 B-3        -       Form of LC Request
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>


                                      (v)                 NBPLP CREDIT AGREEMENT
<PAGE>


                           REVOLVING 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 and standby letter of credit facility 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).

     ANNIVERSARY DATE means each of June 28, 2001 and June 28, 2002.

     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


                                                          NBPLP CREDIT AGREEMENT


                                       1
<PAGE>


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.

     APPLICABLE AMOUNT AND APPLICABLE MARGIN means, on any date of
determination, with respect to Borrowings under the Facility and commitment
fees, letter of credit 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
                            --------------------------------
                                             EURODOLLAR RATE
                            BASE RATE        BORROWINGS AND                             UNUSED
SENIOR UNSECURED            BORROWINGS         LETTERS OF       UTILIZATION FEE       COMMITMENT
  DEBT RATING                  (bps)           CREDIT(bps)           (bps)             FEE(bps)
----------------            ----------       ---------------    ---------------       ----------
<S>                         <C>              <C>                <C>                   <C>
Category 1
Greater than or
equal to A-/A3                  0.0                50.0               12.5               12.5

Category 2
BBB+/Baa1                       0.0                62.5               12.5               15.0

Category 3
BBB/Baa2                        0.0                75.0               12.5               17.5

Category 4
BBB-/Baa3                       0.0                87.5               12.5               25.0

Category 5
Less than BBB-
/Baa3                           0.0               112.5               12.5               30.0
</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.


                                       2                  NBPLP CREDIT AGREEMENT
<PAGE>


     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.

     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 (under the Facility or the LC Subfacility), whether such amount
constitutes an original disbursement of funds, the continuation or conversion of
an amount outstanding, or payment of a draft under an LC, 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.


                                       3                  NBPLP CREDIT AGREEMENT
<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 sum
of (a) the aggregate Principal Debt plus, without duplication, (b) the LC
Exposure.

     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


                                       4                  NBPLP CREDIT AGREEMENT
<PAGE>


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 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.

     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.


                                       5                  NBPLP CREDIT AGREEMENT
<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%).


                                       6                  NBPLP CREDIT AGREEMENT
<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, including the LC Subfacility.

     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


                                       7                  NBPLP CREDIT AGREEMENT
<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.

     LC means the letter(s) of credit issued hereunder in the form agreed upon
among Borrower, Administrative Agent, and the beneficiary thereof at the time of
issuance thereof and participated in by Lenders pursuant to the terms and
conditions of SECTION 2.2 hereof.

     LC AGREEMENT means a letter of credit application and agreement (in form
and substance satisfactory to Administrative Agent) submitted by Borrower to
Administrative Agent for an LC for its own account (and for its benefit or the
benefit of any of Borrower's Subsidiaries); provided that this Agreement shall
control any conflict between this Agreement and any such LC Agreement.

     LC EXPOSURE means, at any time and without duplication, the sum of (a) the
aggregate undrawn portion of all uncancelled and unexpired LCs plus (b) the
aggregate unpaid reimbursement obligations of Borrower in respect of drawings of
drafts under any LC.

     LC REQUEST means a request pursuant to SECTION 2.2(a), substantially in the
form of EXHIBIT B-3.


                                       8                  NBPLP CREDIT AGREEMENT
<PAGE>


     LC SUBFACILITY means a subfacility of the Facility for the issuance of LCs
as described in and subject to the limitations of SECTION 2.2, under which the
LC Exposure may never (a) collectively exceed $50,000,000 and (b) together with
the Principal Debt may never exceed the Commitment.

     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).

     LETTER OF CREDIT CASH COLLATERAL ACCOUNT means a blocked deposit account
held by Administrative Agent with respect to which Borrower hereby pledges and
grants a security interest in and lien on such account to Administrative Agent
for and on behalf of the Lenders as security for LC Exposure and with respect to
which Borrower agrees to execute and deliver from time to time such
documentation as Administrative Agent may reasonably request to further assure
and confirm such security interest.

     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.

     LOAN DOCUMENTS means (a) this Agreement, the Notes, each Guaranty, LCs, and
LC Agreements, (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.


                                       9                  NBPLP CREDIT AGREEMENT
<PAGE>


     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.

     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.

     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.


                                       10                 NBPLP CREDIT AGREEMENT
<PAGE>


     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, together with the
aggregate unpaid reimbursement obligations of Borrower in respect of drawings
under any LC.

     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 or the LC Subfacility (as the case may be) the
proportion which the portion of the Principal Debt for the Facility or LC
Subfacility owed to such Lender (whether held directly or through a
participation in respect of the LC Subfacility and determined after giving
effect thereto) bears to the Principal Debt under the Facility or LC Subfacility
(as the case may be) 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 and
LC Subfacility 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.

     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


                                       11                 NBPLP CREDIT AGREEMENT
<PAGE>


time to time by the Partnership Policy Committee of Borrower, which designated
officer is acceptable to Administrative Agent.

     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) June 27, 2003 (or such later
date as may be established pursuant to SECTION 2.6), and (ii) the effective date
of any other termination, cancellation, or acceleration of all commitments to
lend under the Facility.

     364-DAY AGREEMENT means that certain 364-Day Credit Agreement dated as of
even date herewith executed by Borrower, Bank of America, N.A., as
Administrative Agent and as a lender, and the other agents and lenders therein
named.

     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,


                                       12                 NBPLP CREDIT AGREEMENT
<PAGE>


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 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; and (c) on any date of determination, the Commitment
Usage shall never exceed the Commitment.

     2.2 LC SUBFACILITY.

          (a) Conditions. Subject to the terms and conditions of this Agreement
     and applicable Law, Administrative Agent agrees to issue LCs upon
     Borrower's application therefor (denominated in Dollars) by delivering to
     Administrative Agent a properly completed LC Request and an LC Agreement
     with respect thereto no later than 10:00 a.m. Dallas, Texas time three
     Business Days before such LC is to be issued; provided that, (i) on any
     date of determination and after giving effect to any LC to be issued on
     such date, the Commitment Usage shall never exceed the Commitment then in
     effect, (ii) on any date of determination and after giving effect to any LC
     to be issued on such date, the LC Exposure shall never exceed $50,000,000
     (as such commitment under the LC Subfacility may be reduced or canceled as
     herein provided), (iii) at the time of issuance of such LC, no Default or
     Potential Default shall have occurred and be continuing, and (iv) each LC
     must expire no later than the earlier of the 30th day prior to the
     Termination Date or one year from its issuance.

          (b) Participations. Immediately upon the issuance by Administrative
     Agent of any LC, Administrative Agent shall be deemed to have sold and
     transferred to each other Lender, and each other such Lender shall be
     deemed irrevocably and unconditionally to have purchased and received from
     Administrative Agent, without recourse or warranty, an undivided interest
     and participation, to the extent of such Lender's Commitment Percentage
     (based upon the Facility), in such LC, the LC Application related thereto,
     and all Rights of Administrative Agent in respect thereof (other than
     Rights to receive certain fees provided for in SECTION 5.4(b)).

          (c) Reimbursement Obligation. To induce Administrative Agent to issue
     and maintain LCs and to induce Lenders to participate in issued LCs,
     Borrower agrees to pay or reimburse Administrative Agent (i) on the date on
     which any draft is presented under any LC, the amount of any draft paid or
     to be paid by Administrative Agent and (ii) promptly, upon demand, the
     amount of any fees (in addition to the fees described in SECTION 5) which
     Administrative Agent customarily charges to a Person similarly situated in
     the ordinary course of its business for amending LC Agreements, for
     honoring drafts under letters of credit, and taking similar action in
     connection with letters of credit. If Borrower has not reimbursed
     Administrative Agent for any drafts paid or to be paid within 24 hours of
     demand therefor by Administrative Agent, Administrative Agent is hereby
     irrevocably authorized to fund such reimbursement obligations as a Base
     Rate Borrowing under the Facility to the extent of availability under the
     Facility and if the conditions precedent in this Agreement for such a
     Borrowing (other than any notice requirements or minimum funding amounts)
     have, to Administrative Agent's knowledge, been satisfied. The proceeds of
     such Borrowing under the Facility shall be advanced directly to
     Administrative Agent in payment of Borrower's unpaid reimbursement
     obligation. If for any reason, funds cannot be advanced under the Facility,
     then Borrower's reimbursement obligation shall continue to be due and
     payable. Borrower's obligations under this SECTION 2.2(c) shall be absolute
     and unconditional under any and all circumstances and


                                       13                 NBPLP CREDIT AGREEMENT
<PAGE>


     irrespective of any setoff, counterclaim, or defense to payment which
     Borrower may have at any time against Administrative Agent or any other
     Person. From the date that Administrative Agent pays a draft under an LC
     until the related reimbursement obligation of Borrower is paid or funded by
     proceeds of a Borrowing, (x) unpaid reimbursement obligations which are
     funded pursuant to a Base Rate Borrowing shall accrue interest at the rate
     then applicable to Base Rate Borrowings, and (y) unpaid reimbursement
     obligations which are not so funded shall accrue interest at the Default
     Rate, which accrued interest shall be payable on demand.

          (d) General. Administrative Agent shall promptly notify Borrower of
     the date and amount of any draft presented for honor under any LC (but
     failure to give any such notice shall not affect Borrower's obligations
     under this Agreement). Administrative Agent shall pay the requested amount
     upon presentment of a draft for honor unless such presentment on its face
     does not comply with the terms of the applicable LC. When making payment,
     Administrative Agent may disregard (i) any default or potential default
     that exists under any other agreement and (ii) the obligations under any
     other agreement that have or have not been performed by the beneficiary or
     any other Person (and Administrative Agent shall not be liable for any
     obligation of any Person thereunder). Borrower's reimbursement obligations
     to Administrative Agent and Lenders, and each Lender's obligations to
     Administrative Agent, under this SECTION 2.2 are absolute and unconditional
     irrespective of, and Administrative Agent is not responsible for, (i) the
     validity, enforceability, sufficiency, accuracy, or genuineness of
     documents or endorsements which appear appropriate on their face (even if
     they are in any respect invalid, unenforceable, insufficient, inaccurate,
     fraudulent, or forged), (ii) any dispute by Borrower or any of its
     Subsidiaries with Borrower's or any of its Subsidiaries' claims, setoffs,
     defenses, counterclaims, or other Rights against Administrative Lender, any
     Lender, or any other Person, or (iii) the occurrence of any Potential
     Default or Default. However, nothing in this SECTION 2.2 constitutes a
     waiver of the Rights of Borrower or any Lender to assert any claim or
     defense based upon the gross negligence or willful misconduct of
     Administrative Agent. To the extent any Lender has funded its ratable share
     of any draft under an LC, then Administrative Agent shall promptly
     distribute reimbursement payments received from Borrower to such Lender
     according to its ratable share. In the event any payment by Borrower
     received by Administrative Agent with respect to an LC and distributed to
     Lenders on account of their participations therein is thereafter set aside,
     avoided, or recovered from Administrative Agent in connection with any
     receivership, liquidation, or bankruptcy proceeding, each Lender which
     received such distribution shall, upon demand by Administrative Agent,
     contribute such Lender's ratable portion of the amount set aside, avoided,
     or recovered, together with interest at the rate required to be paid by
     Administrative Agent upon the amount required to be repaid by it.

          (e) Obligation of Lenders. If Borrower fails to reimburse
     Administrative Agent as provided in SECTION 2.2(c) within twenty-four (24)
     hours of the demand therefor by Administrative Agent and funds cannot be
     advanced under the Facility to satisfy the reimbursement obligations, then
     Administrative Agent shall promptly notify each Lender of Borrower's
     failure, of the date and amount of the draft paid, and of such Lender's
     Commitment Percentage (based upon the Facility) thereof. Each Lender shall
     promptly and unconditionally fund its participation interest in such
     unreimbursed draft by making available to Administrative Agent in
     immediately available funds such Lender's Commitment Percentage (based upon
     the Facility) of the unreimbursed draft. Funds are due and payable to
     Administrative Agent on or before the close of business on the Business Day
     when Administrative Agent gives notice to each Lender of Borrower's
     reimbursement failure (if given prior to 1:00 p.m., Dallas, Texas time) or
     on the next succeeding Business Day (if notice was given after 1:00 p.m.,
     Dallas, Texas time). All amounts payable by any Lender shall accrue
     interest at the Federal Funds Rate from the day the applicable draft is
     paid by Administrative Agent to (but not including) the date the amount is
     paid by the Lender to Administrative Agent.

          (f) Duties of Administrative Agent as Issuing Lender. Administrative
     Agent agrees with each Lender that it will exercise and give the same care
     and attention to each LC as it gives to


                                       14                 NBPLP CREDIT AGREEMENT
<PAGE>


     its other letters of credit . Administrative Agent's sole liability to each
     Lender with respect to such LCs (other than liability arising from the
     gross negligence or willful misconduct of Administrative Agent) shall be to
     distribute promptly to each Lender who has acquired a participating
     interest therein such Lender's ratable portion of any payments made to
     Administrative Agent by Borrower pursuant to SECTION 2.2(d). Each Lender
     and Borrower agree that, in paying any draw under any LC, Administrative
     Agent shall not have any responsibility to obtain any document (other than
     any documents required by the respective LC) or to ascertain or inquire as
     to any document's validity, enforceability, sufficiency, accuracy, or
     genuineness or the authority of any Person delivering any such document.
     Administrative Agent, Lenders, and their respective Representatives shall
     not be liable to any other Lender or Borrower or any of its Subsidiaries
     for any LCs use or for any beneficiary's acts or omissions.

          (g) Cash Collateral. On the Termination Date for the Facility, or on
     any date that the LC Exposure exceeds the then-effective commitment under
     the LC Subfacility, or upon any demand by Administrative Agent upon the
     occurrence and during the continuance of a Default, Borrower shall provide
     to Administrative Agent, for the benefit of the Lenders, (i) cash
     collateral in Dollars in an amount equal to 110% of the LC Exposure
     existing on such date, such cash and all interest thereon shall constitute
     cash collateral for all LCs, and (ii) such additional cash collateral as
     Administrative Agent may from time to time require, so that the cash
     collateral amount shall at all times equal or exceed 110% the LC Exposure.
     Any cash collateral deposited under this CLAUSE (g), and all interest
     earned thereon, shall be deposited into a Letter of Credit Cash Collateral
     Account.

          (h) Letter of Credit Cash Collateral Account.

               (i) Borrower hereby pledges and grants a security interest in and
     lien on the Letter of Credit Cash Collateral Account and all funds, cash
     and instruments at any time on deposit or held therein to the
     Administrative Agent for and on behalf of the Lenders as security for the
     Obligation. The Letter of Credit Cash Collateral Account shall be under the
     exclusive dominion and control of the Administrative Agent. The
     Administrative Agent may, at any time during the continuation of a Default
     without notice to Borrower, apply funds then held in the Letter of Credit
     Cash Collateral Account to the payment of Obligation in respect of LCs
     (and, if no LCs are outstanding or the face amount thereof is less than the
     amount on deposit in the Cash Collateral Account, to other amounts owed
     under this Agreement).

               (ii) The rate of interest earned on the Letter of Credit Cash
     Collateral Account shall be comparable to the rates paid by Administrative
     Agent on other similar accounts as in effect time to time; provided,
     however, that Administrative Agent shall not be obligated to pay interest
     on said account during the continuation of a Default.

               (iii) There shall be no release to Borrower of funds from the
     Letter of Credit Cash Collateral Account at any time during the continuance
     of a Potential Default or a Default.

               (iv) Borrower agrees to pay to Bank of America all customary
     fees, costs and expenses which Bank of America incurs in connection with
     opening and maintaining the Letter of Credit Cash Collateral Account.

          (i) INDEMNIFICATION. BORROWER SHALL PROTECT, INDEMNIFY, PAY, AND SAVE
     ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM AND AGAINST ANY AND ALL
     CLAIMS, DEMANDS, LIABILITIES, DAMAGES, OR LOSSES OF, OR OWED TO THIRD
     PARTIES (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF
     ADMINISTRATIVE AGENT, LENDERS, OR THEIR RESPECTIVE REPRESENTATIVES), AND
     ANY AND ALL RELATED COSTS, CHARGES, AND EXPENSES (INCLUDING REASONABLE
     ATTORNEYS' FEES), WHICH ADMINISTRATIVE AGENT, OR ANY LENDER MAY INCUR OR BE
     SUBJECT TO AS A CONSEQUENCE,


                                       15                 NBPLP CREDIT AGREEMENT
<PAGE>


     DIRECT OR INDIRECT, OF (A) THE ISSUANCE OF ANY LC, (B) ANY DISPUTE ABOUT AN
     LC, OR (C) THE FAILURE OF ADMINISTRATIVE AGENT TO HONOR A DRAFT UNDER SUCH
     LC AS A RESULT OF ANY ACT OR OMISSION (WHETHER RIGHT OR WRONG) OF ANY
     PRESENT OR FUTURE GOVERNMENTAL AUTHORITY. HOWEVER, NO PERSON IS ENTITLED TO
     INDEMNITY HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE
     FOREGOING INDEMNITY PROVISIONS SHALL SURVIVE THE SATISFACTION AND PAYMENT
     OF THE OBLIGATION AND TERMINATION OF THIS AGREEMENT.

          (j) LC Agreements. Although referenced in any LC, terms of any
     particular agreement or other obligation to the beneficiary are not
     incorporated into this Agreement in any manner. The fees and other amounts
     payable with respect to each LC are as provided in this Agreement, drafts
     under any LC shall be deemed part of the Obligation, and in the event of
     any conflict between the terms of this Agreement and any LC Agreement, the
     terms of this Agreement shall be controlling.

     2.3 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, or the commitment under the LC
     Subfacility; 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; each partial termination of the commitment under
     the LC Subfacility shall be in an amount of not less than $1,000,000 or a
     greater integral multiple of $500,000; and (ii) on any date of
     determination, the amount of the Commitment may not be reduced below the
     Commitment Usage, and the commitment under the LC Subfacility shall not be
     reduced below the LC Exposure. At the time of any commitment termination
     under this SECTION 2.3, 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 or the
     commitment under the LC Subfacility that is terminated may not be
     reinstated.

          (b) Additional Reductions. The commitment under the LC Subfacility
     shall be reduced from time to time on the date of any mandatory or
     voluntary reduction of the Commitment by the amount, if any, by which such
     LC Subfacility exceeds the Commitment after giving effect to such reduction
     of the Commitment.

          (c) Ratable Allocation of Commitment Reductions. Each reduction of the
     Commitment under this SECTION 2.3 shall be allocated among the Lenders in
     accordance with their respective Commitment Percentages under the Facility.

     2.4 INCREASE IN COMMITMENTS.

          (a) 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 364-Day
     Credit Agreement shall not exceed $200,000,000 minus any amount by which
     the Commitment and the commitments under the 364-Day Agreement shall have
     been reduced pursuant to SECTION 2.3 and SECTION 2.2 of the 364-Day
     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


                                       16                 NBPLP CREDIT AGREEMENT
<PAGE>


     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 2.4 (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 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 2.5, (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 2.4
     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


                                       17                 NBPLP CREDIT AGREEMENT
<PAGE>


     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.

     2.5 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 Facility or LC Subfacility, (iii) shall specify the
     Borrowing Date, amount, Type, and (for a Borrowing comprised of Eurodollar
     Rate Borrowings) Interest Period, and (iv) 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 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 2.5(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.

     2.6 EXTENSION OF MATURITY DATE.

          (a) Borrower may, by written notice to the Administrative Agent (a
     "REQUEST FOR EXTENSION") given not less than 45 nor more than 60 days prior
     to each Anniversary Date, advise the Lenders that it requests an extension
     of the then effective Termination Date (the "EXISTING TERMINATION DATE") by
     one year, effective on the relevant Anniversary Date (the "RELEVANT
     ANNIVERSARY 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.

          (b) Each Request for Extension 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


                                       18                 NBPLP CREDIT AGREEMENT
<PAGE>


     as of the Relevant Anniversary 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 is given to the
     Administrative Agent as provided in SECTION 2.6(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 Anniversary 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 Termination Date shall be extended by
     one year from the then effective Termination Date.

          (d) If (i) any Lender notifies the Administrative Agent that it will
     not consent to a Request for Extension, or (ii) all of the Lenders have not
     in writing expressly consented to a Request for Extension within the time
     period set forth in SECTION 2.6(a), then Borrower may, at its option,
     replace each Lender which has not agreed to the Request for Extension (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 Anniversary 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 (or, if all
     Nonextending Lenders are replaced in accordance with this Section), then,
     as of the Anniversary Date, the Termination Date shall be deemed to have
     been extended for, and shall be the date that is, one year after the then
     effective Termination Date. If any Lender declines to consent to any such
     Request for Extension and such Lender is not replaced in accordance with
     this Section, then the 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 LC Subfacility hereunder) 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


                                       19                 NBPLP CREDIT AGREEMENT
<PAGE>


     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.

          (b) Principal Debt. The Principal Debt is due and payable on the
     Termination 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.


                                       20                 NBPLP CREDIT AGREEMENT
<PAGE>


          (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; provided that, on any such reduction date, if no Principal
     Debt is then outstanding, but the LC Exposure exceeds the Commitment, then
     Borrower shall provide to Administrative Agent, for the benefit of Lenders,
     cash collateral in Dollars for deposit into the Letter of Credit Cash
     Collateral Account in an amount at least equal to 110% such excess. 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.

          (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.


                                       21                 NBPLP CREDIT AGREEMENT
<PAGE>


     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 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
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; 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


                                       22                 NBPLP CREDIT AGREEMENT
<PAGE>


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 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 any reimbursement obligation with respect
     to any LC issued pursuant to the Agreement which is due and payable and
     which remains unfunded by any Borrowing under the Facility; provided that,
     such payments shall be allocated ratably among the issuer of the LC and the
     Lenders which have funded their participations in such LC; (iv) 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); (v) to provide cash collateral in an
     amount equal to 110% of the LC Exposure then existing in accordance with
     SECTION 2.2(g); and (vi) 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


                                       23                 NBPLP CREDIT AGREEMENT
<PAGE>


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
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


                                       24                 NBPLP CREDIT AGREEMENT
<PAGE>


     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.

          (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).


                                       25                 NBPLP CREDIT AGREEMENT
<PAGE>


     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

          (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


                                       26                 NBPLP CREDIT AGREEMENT
<PAGE>


     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").

          (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.


                                       27                 NBPLP CREDIT AGREEMENT
<PAGE>


          (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 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 but payable in installments in arrears
each March 31, June 30, September 30, and December 31 and on the 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 LC FEES. As an inducement for the issuance (including, without
limitation, any extension) of each LC, Borrower agrees to pay to Administrative
Agent:


                                       28                 NBPLP CREDIT AGREEMENT
<PAGE>


          (a) For the account of each Lender, according to each Lender's
     Commitment Percentage under the Facility, a letter of credit fee payable
     quarterly in arrears for so long as each such LC is outstanding, on the
     last Business Day of each March, June, September, and December and on the
     expiry date of the LC. The issuance fee for each LC or any extension
     thereof shall be in an amount equal to the product of (a) the letter of
     credit fee set forth in the definition of Applicable Amount in effect on
     the date of determination of such fee (calculated on a per annum basis)
     multiplied by (b) the stated amount of such LC. If there is any change in
     the Applicable Margin during any period, the stated amount of such LC shall
     be multiplied by the Applicable Margin separately for each such period that
     such Applicable Margin was in effect.

          (b) For the account of Administrative Agent, as the issuer of LCs,
     payable on the date of issuance of any LC (or any extension thereof) a
     fronting fee equal to one-eighth of one percent (0.125%) of the face amount
     of such LC (or extensions thereof). In addition, Borrower shall pay to
     Administrative Agent, for its individual account, standard administrative
     charges for LC amendments.

     5.5 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 (as defined in the 364-Day Agreement), said fee shall be
payable for each day that the Commitment Usage hereunder plus the Commitment
Usage as defined under the 364-Day Agreement exceeds thirty-three percent
(33.0%) of the Commitment hereunder plus the Commitment under the 364-Day
Agreement, and (2) from and after such Revolving Termination Date to and
including the Termination Date, said fee shall be payable for each day that the
Commitment Usage hereunder exceeds thirty-three percent (33.0%) of the
Commitment hereunder. 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).

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 or issue
any LC, 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, and Administrative Agent will not be
obligated to issue any LC, as the case may be, unless on the date of such
Borrowing or issuance (and after giving effect thereto), as the case may be: (a)
Administrative Agent shall have timely received therefor a Borrowing Notice or a
LC Request (together with the applicable LC Agreement), as the case may be; (b)
Administrative Agent shall have received the LC fronting fees provided for in
SECTION 5.4(b) hereof; (c) 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); (d) no Default or Potential Default shall have occurred and be
continuing; and (e) the funding of such


                                       29                 NBPLP CREDIT AGREEMENT
<PAGE>


Borrowings and issuance of such LC, as the case may be, is permitted by Law.
Each Borrowing Notice and LC Request delivered to Administrative Agent shall
constitute the representation and warranty by Borrower to Administrative Agent
that, as of the Borrowing Date or the date of issuance of the request LC, as the
case may be, 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, and Administrative Agent may issue any LC, 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 or issuance, 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 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.


                                       30                 NBPLP CREDIT AGREEMENT
<PAGE>


     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, 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


                                       31                 NBPLP CREDIT AGREEMENT
<PAGE>


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 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


                                       32                 NBPLP CREDIT AGREEMENT
<PAGE>


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 and Administrative Agent
is committed to issue LCs under this Agreement and thereafter until the payment
in full of the Principal Debt (and termination of outstanding LCs, if any) 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 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


                                       33                 NBPLP CREDIT AGREEMENT
<PAGE>


     (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.

     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.


                                       34                 NBPLP CREDIT AGREEMENT
<PAGE>


     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 and Administrative Agent
is committed to issue LCs under this Agreement and thereafter until the payment
in full of the Principal Debt (and termination of outstanding LCs, if any) 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:

     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);


                                       35                 NBPLP CREDIT AGREEMENT
<PAGE>


               (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;

          (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


                                       36                 NBPLP CREDIT AGREEMENT
<PAGE>


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.

     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.


                                       37                 NBPLP CREDIT AGREEMENT
<PAGE>


     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%).

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:


                                       38                 NBPLP CREDIT AGREEMENT
<PAGE>


          (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 (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


                                       39                 NBPLP CREDIT AGREEMENT
<PAGE>


     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, and Borrower shall be required to deposit cash collateral
     in the Letter of Credit Cash Collateral Account in an amount equal to 110%
     of the LC Exposure then existing in accordance with SECTION 2.2(g).

          (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


                                       40                 NBPLP CREDIT AGREEMENT
<PAGE>


     for such purposes); (v) if the maturity of the Obligation has not already
     been accelerated under SECTION 12.1(a), demand Borrower to deposit cash
     collateral in the Letter of Credit Cash Collateral Account in an amount
     equal to 110% of the LC Exposure then existing in accordance with SECTION
     2.2(g); and (vi) 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 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


                                       41                 NBPLP CREDIT AGREEMENT
<PAGE>


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 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


                                       42                 NBPLP CREDIT AGREEMENT
<PAGE>


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 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 (provided, however, that when
     used in connection with LCs issued and outstanding prior to the appointment
     of the successor Administrative Agent, "Administrative Agent" shall
     continue to refer solely to the bank that issued


                                       43                 NBPLP CREDIT AGREEMENT
<PAGE>


     the outstanding LC; provided further that any LCs issued or renewed after
     the appointment of any successor Administrative Agent shall be issued by
     such successor Administrative Agent), 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 and any
     issuer of an LC 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 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).


                                       44                 NBPLP CREDIT AGREEMENT
<PAGE>


     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
     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


                                       45                 NBPLP CREDIT AGREEMENT
<PAGE>


     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.

     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


                                       46                 NBPLP CREDIT AGREEMENT
<PAGE>


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.

     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


                                       47                 NBPLP CREDIT AGREEMENT
<PAGE>


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 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


                                       48                 NBPLP CREDIT AGREEMENT
<PAGE>


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


                                       49                 NBPLP CREDIT AGREEMENT
<PAGE>


          (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 364-Day
          Agreement (notwithstanding the foregoing, in the event the 364-Day
          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 364-Day 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 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


                                       50                 NBPLP CREDIT AGREEMENT
<PAGE>


     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.


                                       51                 NBPLP CREDIT AGREEMENT
<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, and expiration of all LCs, 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 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.


                                       52                 NBPLP CREDIT AGREEMENT
<PAGE>


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


                                       53                 NBPLP CREDIT AGREEMENT
<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/ JAQUES AZAGURY
                                            ------------------------------------
                                            Name:  Jaques 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 Revolving 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 Revolving 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 2.5 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.


                                       2
<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 Revolving 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.



                                       2
<PAGE>

                                  EXHIBIT B-3

                               FORM OF LC REQUEST
                        (Northern Border Partners, L.P.)


                            -------------- --, ----


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 Revolving 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 2.2(A)
of the Credit Agreement that it requests the issuance of an LC under the LC
Subfacility, and in that connection sets forth below the terms on which such LC
is requested to be issued:

(A) Face amount of the LC(1)
                                                          ----------------------
(B) Date on which the LC is to be issued(2)
                                                          ----------------------
(C) Expiration date of the LC(3)
                                                          ----------------------

       Accompanying this notice is a duly executed and properly completed LC
Agreement in the form requested by Administrative Agent, together with the
payment of any LC fronting fees due and payable pursuant to SECTION 5.4(b) of
the Credit Agreement.

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

                  (a) the Commitment Usage does not exceed the Commitment;

                  (b) the LC Exposure does not exceed $50,000,000;

                  (c) all of the representations and warranties of all Loan
         Parties, and any of its Subsidiaries, set forth in the Loan Documents
         are true and correct in all material respects;

                  (d) no Default or Potential Default has occurred and is
         continuing or will arise after giving effect to the requested LC.

<PAGE>

                                                 Very truly yours,

                                                 NORTHERN BORDER PARTNERS, L.P.


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

Rate:
     ---------------------------
Confirmed by:
             -------------------



(1)      Amount of requested LC plus the LC Exposure shall not exceed
         $50,000,000 (as the maximum amount of such LC Subfacility may be
         reduced or canceled in accordance with the Loan Documents).
(2)      Must be a Business Day at least three Business Days following receipt
         by Administrative Agent of this LC Request.
(3)      Not later than the earlier of one year from the date of issuance or 30
         days prior to the Termination Date.






                                       2
<PAGE>

                                   EXHIBIT C

                                FORM OF GUARANTY

         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).

         A. Contemporaneously herewith Borrower shall enter into that certain
Revolving 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 Affiliates of any Lender) and (c) 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,
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


<PAGE>


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, and all LCs have expired or been 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 Administrative Agent and Lenders. It is not necessary for
Administrative Agent or Lenders, in order to


<PAGE>




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 hereunder,
then, in any such event, the Guaranteed Debt shall be, as among Guarantor,
Administrative Agent



<PAGE>


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 19, however, shall be construed
so as to prevent the Administrative Agent, any Lender or any other holder



<PAGE>

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:
                                                            --------------------
                                                       Title:
                                                             -------------------

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
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 Revolving 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 Revolving 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


<PAGE>

(g) 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
                                 PRINCIPAL DEBT ASSIGNED
      ASSIGNED FACILITY              (AS APPLICABLE)                            COMMITMENT PERCENTAGE
      -----------------          -----------------------                        ---------------------
<S>                              <C>                                    <C>

                                                                        (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)

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





                      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 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

<PAGE>


                                  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 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.

<PAGE>

         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


<PAGE>

                                  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

<PAGE>

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.
<PAGE>

         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

<PAGE>