EXHIBIT 4.2

                                                               Execution Copy

                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (this "Agreement") is made
and entered into as of June 2, 2000 by and among Northern Border Partners, L.P.,
a Delaware limited partnership (the "Partnership"), Northern Border Intermediate
Limited Partnership, a Delaware limited partnership, and Banc of America
Securities LLC ("BOA"), Banc One Capital Markets, Inc. and SunTrust Equitable
Securities (the "Initial Purchasers"), who have agreed to purchase the
Partnership's 8 7/8% Senior Notes due 2010 (the "Senior Notes") pursuant to and
subject to the terms and conditions of a certain Purchase Agreement, dated May
26, 2000 (the "Purchase Agreement"), by and among the Partnership and the
Initial Purchasers. In order to induce the Initial Purchasers to purchase the
Senior Notes, the Partnership has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligation of the Initial Purchasers to purchase the Senior
Notes pursuant to the Purchase Agreement.

                  The parties hereby agree as follows:

SECTION 1.        DEFINITIONS

                  As used in this Agreement, the following capitalized terms
shall have the following meanings:

                  Advice:  As defined in Section 6(d) hereof.

                  Affiliate: With respect to any specified Person, "Affiliate"
shall mean any other Person directly or indirectly controlling or controlled by
or under direct or indirect common control with such specified Person. For the
purposes of this definition, "control," when used with respect to any Person,
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise and the terms "affiliated," "controlling" and "controlled" have
meanings correlative to the foregoing. Notwithstanding the foregoing, with
respect to the Partnership "Affiliate" shall mean Northern Border Pipeline
Company, Northern Border Intermediate Limited Partnership, Northern Plains
Natural Gas Company, Pan Border Gas Company and Northwest Border Pipeline
Company.

                  Authorized Officer: Any of the Chief Executive Officer,
Chief Financial and Accounting Officer or any vice president of the Partnership,
acting singly.

                  Broker-Dealer: Any broker or dealer registered under the
Exchange Act.

                  Broker-Dealer Transfer Restricted Securities: New Senior
Notes that are acquired by a Broker-Dealer in the Exchange Offer in exchange for
Senior Notes that such Broker-Dealer

<PAGE>



acquired for its own account as a result of market-making activities or other
trading activities (other than Senior Notes acquired directly from the
Partnership or any of its Affiliates).

                  Business Day: Any day except a Saturday, Sunday or other day
in the City of New York, or in the city of the corporate trust office of the
Trustee, on which banks are authorized to close.

                  Closing Date: The date of this Agreement.

                  Commission: The Securities and Exchange Commission.

                  Consummate: The Exchange Offer shall be deemed "consummated"
for purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Securities Act of the Exchange Offer Registration
Statement relating to the New Senior Notes to be issued in the Exchange Offer,
(ii) the maintenance of such Exchange Offer Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than
the minimum period required pursuant to Section 3(b) hereof, and (iii) the
delivery by the Partnership to the Trustee under the Indenture of New Senior
Notes in the same aggregate principal amount as the aggregate principal amount
of Senior Notes that were tendered by Holders thereof pursuant to the Exchange
Offer.

                  Damages Payment Date: With respect to the Transfer Restricted
Securities, each Interest Payment Date until the earlier of (i) the date on
which Liquidated Damages are no longer payable and (ii) maturity of the Notes.

                  Definitive Notes: As defined in the Indenture.

                  Effectiveness Target Date: As defined in Section 5.

                  Exchange Act: The Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

                  Exchange Offer: The registration by the Partnership under the
Securities Act of the New Senior Notes pursuant to an Exchange Offer
Registration Statement pursuant to which the Partnership offers the Holders of
all outstanding Transfer Restricted Securities the opportunity to exchange all
such outstanding Transfer Restricted Securities held by such Holders for New
Senior Notes in an aggregate principal amount equal to the aggregate principal
amount of the Transfer Restricted Securities tendered in such exchange offer by
such Holders.

                  Exchange Offer Registration Statement: The Registration
Statement relating to the Exchange Offer, including the related Prospectus.

                  Exempt Resales: The transactions in which the Initial
Purchasers propose to sell the Senior Notes (a) to certain "qualified
institutional buyers," as such term is defined in Rule 144A

                                       -2-

<PAGE>



under the Securities Act and (b) to certain institutional "accredited investors"
as such term is defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under
the Securities Act.

                  Global Note Holder: A "Holder" as defined in the Indenture.

                  Holders: As defined in Section 2(b) hereof.

                  Indenture: The Indenture, dated as of the Closing Date,
among the Partnership and Bank One Trust Company, N.A., as trustee (the
"Trustee"), pursuant to which the Notes are to be issued, as such Indenture is
amended or supplemented from time to time in accordance with the terms thereof.

                  Initial Purchasers: As defined in the preamble hereto.

                  Interest Payment Date: As defined in the Indenture and the
Notes.

                  Liquidated Damages: As defined in Section 5 hereof.

                  Memorandum: As defined in the Purchase Agreement.

                  NASD: National Association of Securities Dealers, Inc.

                  Notes: The Senior Notes and the New Senior Notes.

                  New Senior Notes: The Partnership's 8 7/8% Senior Notes due
2010, Series A to be issued pursuant to the Indenture (i) in the Exchange Offer
or (ii) upon the request of any holder of Senior Notes covered by a Shelf
Registration Statement, in exchange for such Senior Notes.

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

                  Prospectus: The prospectus included in a Registration
Statement at the time such Registration Statement is declared effective, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.

                  Record Holder: With respect to any Damages Payment Date
relating to Notes, each Person who is a Holder of Notes on the record date with
respect to the Interest Payment Date on which such Damages Payment Date shall
occur.

                  Registration Default: As defined in Section 5 hereof.

                                       -3-

<PAGE>



                  Registration Statement: Any registration statement of the
Partnership relating to (a) an offering of New Senior Notes pursuant to an
Exchange Offer or (b) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, in each case (i) which
is filed pursuant to the provisions of this Agreement, and (ii) including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

                  Restricted Broker-Dealer: Any Broker-Dealer that holds
Broker-Dealer Transfer Restricted Securities.

                  Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

                  Shelf Filing Deadline: As defined in Section 4 hereof.

                  Shelf Registration Statement: As defined in Section 4 hereof.

                  TIA: The Trust Indenture Act of 1939, as amended, as in
effect on the date of the Indenture.

                  Transfer Restricted Securities: Each Senior Note, until the
earliest to occur of (a) the date on which such Senior Note is exchanged in the
Exchange Offer and entitled to be resold to the public by the Holder thereof
without complying with the prospectus delivery requirements of the Securities
Act, (b) the date on which such Senior Note has been effectively registered
under the Securities Act and disposed of in accordance with a Shelf Registration
Statement, (c) the date on which such Senior Note is distributed to the public
pursuant to Rule 144 or is saleable pursuant to Rule 144(k) under the Securities
Act and (d) the date on which such Senior Note is distributed by a Broker-Dealer
pursuant to the "Plan of Distribution" contemplated by the Exchange Offer
Registration Statement (including delivery of the Prospectus contained therein).

                  Underwritten Registration or Underwritten Offering: A
registration in which securities of the Partnership are sold to an underwriter
for reoffering to the public.

SECTION 2.        SECURITIES SUBJECT TO THIS AGREEMENT

                  (a)      Transfer Restricted Securities. The securities
entitled to the benefits of this Agreement are the Transfer Restricted
Securities.

                  (b)      Holders of Transfer Restricted Securities. A Person
is deemed to be a holder of Transfer Restricted Securities (each, a "Holder")
whenever such Person owns Transfer Restricted Securities.

                                       -4-

<PAGE>

SECTION 3.        REGISTERED EXCHANGE OFFER

                  (a) Unless the Exchange Offer shall not be permissible under
applicable law or Commission policy (after the procedures set forth in Section
6(a) below have been complied with), the Partnership shall (i) cause to be filed
with the Commission as soon as practicable after the Closing Date, but in no
event later than 120 days after the Closing Date, the Exchange Offer
Registration Statement under the Securities Act relating to the New Senior Notes
and the Exchange Offer, (ii) use its reasonable best efforts to cause such
Exchange Offer Registration Statement to become effective at the earliest
possible time, but in no event later than 180 days after the Closing Date, (iii)
in connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause such
Exchange Offer Registration Statement to become effective, (B) if applicable,
file a post-effective amendment to such Exchange Offer Registration Statement
pursuant to Rule 430A under the Securities Act and (C) cause all necessary
filings, if any, in connection with the registration and qualification of the
New Senior Notes to be made under the Blue Sky laws of such jurisdictions as are
necessary to permit Consummation of the Exchange Offer and (iv) upon the
effectiveness of such Exchange Offer Registration Statement, commence and
Consummate the Exchange Offer. The Exchange Offer Registration Statement shall
be on the appropriate form permitting registration of the New Senior Notes to be
offered in exchange for the Transfer Restricted Securities and to permit sales
of Broker- Dealer Transfer Restricted Securities by Broker-Dealers as
contemplated by Section 3(c) below.

                  (b) The Partnership shall use its reasonable best efforts to
cause the Exchange Offer Registration Statement to be effective continuously for
a period of thirty (30) days from the date on which the Exchange Offer
Registration Statement is declared effective and shall keep the Exchange Offer
open for a period of not less than the minimum period required under applicable
federal and state securities laws to Consummate the Exchange Offer; provided,
however, that in no event shall such period be less than 20 Business Days. The
Partnership shall cause the Exchange Offer to comply with all applicable federal
and state securities laws. No securities other than the Notes shall be included
in the Exchange Offer Registration Statement. The Partnership shall use its
reasonable best efforts to cause the Exchange Offer to be Consummated on the
earliest practicable date after the Exchange Offer Registration Statement has
become effective, but in no event later than 30 Business Days thereafter.

                  (c) The Partnership shall include a "Plan of Distribution"
section in the Prospectus contained in the Exchange Offer Registration Statement
and indicate that any Restricted Broker-Dealer who holds Senior Notes that are
Transfer Restricted Securities and that were acquired for the account of such
Broker-Dealer as a result of market-making activities or other trading
activities (other than Transfer Restricted Securities acquired directly from the
Partnership or one of its Affiliates) may exchange such Senior Notes pursuant to
the Exchange Offer; however, such Broker-Dealer may be deemed to be an
"underwriter" within the meaning of the Securities Act and must, therefore,
deliver a prospectus meeting the requirements of the Securities Act in
connection with its initial sale of the New Senior Notes received by such
Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may
be satisfied by the delivery by such Broker-Dealer of

                                       -5-

<PAGE>

the Prospectus contained in the Exchange Offer Registration Statement. Such
"Plan of Distribution" section shall also contain all other information with
respect to such resales of Broker-Dealer Transfer Restricted Securities that the
Commission may require in order to permit such sales pursuant thereto but such
"Plan of Distribution" shall not name any such Broker-Dealer or disclose the
amount of Notes held by any such Broker-Dealer except to the extent required by
the Commission as a result of a change in policy after the date of this
Agreement.

                  The Partnership shall use its reasonable best efforts to keep
the Exchange Offer Registration Statement continuously effective, supplemented
and amended as required by the provisions of Section 6(c) below to the extent
necessary to ensure that it is available for resales of Broker-Dealer Transfer
Restricted Securities acquired by Restricted Broker-Dealers and to ensure that
it conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period of 120 days from the date on which the Exchange Offer
Registration Statement is declared effective or, if shorter, until all
Broker-Dealer Transfer Restricted Securities have been sold thereunder.

                  The Partnership shall provide sufficient copies of the latest
version of such Prospectus to such Restricted Broker-Dealers promptly upon
request at any time during such 120 day period in order to facilitate such
sales.

SECTION 4.        SHELF REGISTRATION

                  (a) Shelf Registration. If (i) the Partnership is not required
to file an Exchange Offer Registration Statement or to consummate the Exchange
Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a) below have
been complied with) or (ii) if any Holder of Transfer Restricted Securities
shall notify the Partnership within twenty (20) Business Days of the
Consummation of the Exchange Offer that (A) such Holder is prohibited by
applicable law or Commission policy from participating in the Exchange Offer, or
(B) such Holder may not resell the New Senior Notes acquired by it in the
Exchange Offer to the public without delivering a prospectus and that the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder, or (C) such Holder is
a Broker-Dealer and holds Senior Notes acquired directly from the Partnership or
one of its Affiliates, then the Partnership shall:

                  (x) cause to be filed a shelf registration statement pursuant
         to Rule 415 under the Securities Act, which may be an amendment to the
         Exchange Offer Registration Statement (in either event, the "Shelf
         Registration Statement") on or prior to the earliest to occur of (1)
         the 60th day after the date on which the Partnership receives notice
         from the Commission or determines that it is not required to file the
         Exchange Offer Registration Statement pursuant to clause (i) above, (2)
         the 60th day after the date on which the Partnership receives notice
         from a Holder of Transfer Restricted Securities as contemplated by
         clause (ii) above, and (3) the 150th day after the Closing Date (such
         earliest date being the "Shelf Filing Deadline"), which Shelf
         Registration Statement shall provide for resales of all Transfer

                                       -6-

<PAGE>



         Restricted Securities the Holders of which shall have provided the
         information required pursuant to Section 4(b) hereof; and

                  (y) use its reasonable best efforts to cause such Shelf
         Registration Statement to be declared effective by the Commission on or
         before the 60th day after the Shelf Filing Deadline.

                  The Partnership shall use its reasonable best efforts to keep
such Shelf Registration Statement continuously effective, supplemented and
amended as required by and subject to the provisions of Sections 6(b) and (c)
hereof to the extent necessary to ensure that it is available for sales of
Transfer Restricted Securities by the Holders thereof entitled to the benefit of
this Section 4(a), and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of at least 18 months
(as extended pursuant to Section 6(c)(i)) following the date on which such Shelf
Registration Statement first becomes effective under the Securities Act or such
shorter period ending when all of the Transfer Restricted Securities available
for sale thereunder have been sold pursuant thereto.

                  (b) Provision by Holders of Certain Information in Connection
with the Shelf Registration Statement. No Holder of Transfer Restricted
Securities may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Partnership in writing, within 15 Business Days after receipt
of a request therefor, such information as the Partnership may reasonably
request for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to Liquidated Damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
reasonably requested information. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the Partnership all
information required to be disclosed in order to make the information previously
furnished to the Partnership by such Holder not materially misleading.

SECTION 5.        LIQUIDATED DAMAGES

                  If (i) any of the Registration Statements required by this
Agreement are not filed with the Commission on or prior to the date specified
for such filing in this Agreement then additional interest shall accrue on the
principal amount of the Senior Notes at a rate of 0.25% per annum from the date
such filing was required; (ii) any of such Registration Statements have not been
declared effective by the Commission on or prior to the date specified for such
effectiveness in this Agreement (the "Effectiveness Target Date") then
additional interest shall accrue on the principal amount of the Senior Notes at
a rate of 0.25% per annum from the Effectiveness Target Date; (iii) the Exchange
Offer has not been Consummated within 30 Business Days after the Effectiveness
Target Date with respect to the Exchange Offer Registration Statement then
additional interest shall accrue on the principal amount of the Senior Notes at
a rate of 0.25% per annum from the 31st Business Day after the Effectiveness
Target Date; or (iv) any Registration Statement required by this

                                       -7-

<PAGE>



Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose without being succeeded
within 30 days by a post-effective amendment to such Registration Statement, the
effectiveness of another Registration Statement or the use of the Prospectus (as
amended or supplemented) is again permitted that cures such failure then
additional interest shall accrue on the principal amount of the Senior Notes at
a rate of 0.25% per annum from the 31st day following such Registration
Statement ceasing to be effective (each such event referred to in clauses (i)
through (iv), a "Registration Default"). The additional interest rate owing
pursuant to the preceding clauses (i) through (iv) shall be increased by 0.25%
per annum each 90-day period that such Registration Default continues, provided
such additional interest does not exceed the Maximum Rate, as defined below.

                  All accrued Liquidated Damages (as defined below) shall be
paid to the Global Note Holders or Holders of certificated Notes by the
Partnership on each Interest Payment Date generally in accordance with the
provisions in the Indenture regarding payment of interest. Notwithstanding
anything to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or the
Prospectus to be made usable in the case of (iv) above, the Liquidated Damages
payable with respect to the Transfer Restricted Securities as a result of such
clause (i), (ii), (iii) or (iv) ("Liquidated Damages"), as applicable, shall
cease. Liquidated Damages on the Senior Notes may not exceed, in the aggregate,
1% of the face amount of the Senior Notes per annum (the "Maximum Rate").

                  All obligations of the Partnership set forth in the preceding
paragraph that are outstanding with respect to any Transfer Restricted Security
at the time such security ceases to be a Transfer Restricted Security shall
survive until such time as all such obligations with respect to such security
shall have been satisfied in full.

SECTION 6.        REGISTRATION PROCEDURES

                  (a) Exchange Offer Registration Statement. In connection with
the Exchange Offer, the Partnership shall comply with all applicable provisions
of Section 6(c) below, shall use its reasonable best efforts to effect such
exchange to permit the sale of Broker-Dealer Transfer Restricted Securities
being sold in accordance with the intended method or methods of distribution
thereof (which shall be in a manner consistent with the terms of this
Agreement), and shall comply with all of the following provisions:

                  (i) If, following the date hereof and prior to the
         Consummation of the Exchange Offer, there has been published a change
         in Commission policy with respect to exchange

                                       -8-

<PAGE>



         offers such as the Exchange Offer, such that in the reasonable opinion
         of counsel to the Partnership there is a substantial question as to
         whether the Exchange Offer is permitted by applicable law or Commission
         policy, the Partnership hereby agrees to seek a no-action letter or
         other favorable decision from the Commission staff allowing the
         Partnership to Consummate an Exchange Offer for such Senior Notes. The
         Partnership hereby agrees to pursue the issuance of such a decision to
         the Commission staff level but shall not be required to take
         commercially unreasonable action to effect a change of Commission
         policy. The Partnership hereby agrees, however, to take all such other
         actions as are reasonably requested by the Commission or the Commission
         staff or otherwise required in connection with the issuance of such
         decision, including without limitation, to (A) participate in
         telephonic conferences with the Commission or the Commission staff, (B)
         deliver to the Commission or the Commission staff an analysis prepared
         by counsel to the Partnership setting forth the legal bases, if any,
         upon which such counsel has concluded that such an Exchange Offer
         should be permitted and (C) diligently pursue a resolution (which need
         not be favorable) by the Commission staff of such submission.

                  (ii) As a condition to its participation in the Exchange Offer
         pursuant to the terms of this Agreement, each Holder of Transfer
         Restricted Securities shall furnish, upon the request of the
         Partnership, prior to the Consummation thereof, a written
         representation to the Partnership (which may be contained in the letter
         of transmittal contemplated by the Exchange Offer Registration
         Statement) to the effect that (A) it is not an Affiliate of the
         Partnership, (B) it is not engaged in, and does not intend to engage
         in, and has no arrangement or understanding with any Person to
         participate in, a distribution (within the meaning of the Securities
         Act) of the New Senior Notes to be issued in the Exchange Offer and (C)
         it is acquiring the New Senior Notes in its ordinary course of
         business. In addition, all such Holders of Transfer Restricted
         Securities shall otherwise reasonably cooperate in the Partnership's
         preparations for the Exchange Offer. Each Holder hereby acknowledges
         and agrees that any Broker-Dealer and any such Holder using the
         Exchange Offer to participate in a distribution of the securities to be
         acquired in the Exchange Offer (1) could not under Commission policy as
         in effect on the date of this Agreement rely on the position of the
         Commission enunciated in Morgan Stanley and Co., Inc. (available June
         5, 1991) and Exxon Capital Holdings Corporation (available May 13,
         1988), as interpreted in the Commission's letter to Sherman & Sterling
         dated July 2, 1993, and similar no-action letters (including any
         no-action letter obtained pursuant to clause (i) above), and (2) must
         comply with the registration and prospectus delivery requirements of
         the Securities Act in connection with a secondary resale transaction
         and that such a secondary resale transaction should be covered by an
         effective registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K if the resales are of New Senior Notes obtained by such Holder in
         exchange for Senior Notes acquired by such Holder directly from the
         Partnership or an Affiliate thereof.

                  (iii) Prior to effectiveness of the Exchange Offer
         Registration Statement, the Partnership shall provide a supplemental
         letter to the Commission (A) stating that the

                                       -9-

<PAGE>



         Partnership is registering the Exchange Offer in reliance on the
         position of the Commission enunciated in Exxon Capital Holdings
         Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
         (available June 5, 1991) and, if applicable, any no-action letter
         obtained pursuant to clause (i) above, (B) including a representation
         that the Partnership has not entered into any arrangement or
         understanding with any Person to distribute the New Senior Notes to be
         received in the Exchange Offer and that, to the best of the
         Partnership's information and belief, each Holder participating in the
         Exchange Offer is acquiring the New Senior Notes in its ordinary course
         of business and has no arrangement or understanding with any Person to
         participate in the distribution of the New Senior Notes received in the
         Exchange Offer and (C) any other undertaking or representation required
         by the Commission as set forth in any no-action letter obtained
         pursuant to clause (i) above.

                  (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Partnership shall comply with all the provisions of
Section 6(c) below and shall use its reasonable best efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold
in accordance with the intended method or methods of distribution thereof, and
pursuant thereto the Partnership will as expeditiously as possible, and in any
event within the time periods and otherwise in accordance with the provisions
hereof, prepare and file with the Commission a Registration Statement relating
to the registration on any appropriate form under the Securities Act, which form
shall be available for the sale of the Transfer Restricted Securities in
accordance with the intended method or methods of distribution thereof.

                  (c) General Provisions. In connection with any Registration
Statement and any Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Securities (including, without limitation, any
Exchange Offer Registration Statement and the related Prospectus required to
permit resales of Transfer Restricted Securities by Restricted Broker-Dealers),
the Partnership shall:

                  (i) use its reasonable best efforts to keep such Registration
         Statement continuously effective and provide all requisite financial
         statements for the period specified in Section 3 or 4 of this
         Agreement, as applicable, or such shorter period as will terminate when
         all Transfer Restricted Securities covered by such Registration
         Statement have been sold; upon the occurrence of any event that would
         cause any such Registration Statement or the Prospectus contained
         therein (A) to contain a material misstatement or omission or (B) not
         to be effective and usable for resale of Transfer Restricted Securities
         during the period required by this Agreement, the Partnership shall (1)
         file promptly an appropriate amendment to such Registration Statement,
         in the case of clause (A), correcting any such misstatement or
         omission, and (2) in the case of either clause (A) or (B), use its
         reasonable best efforts to cause such amendment to be declared
         effective and such Registration Statement and the related Prospectus to
         become usable for their intended purpose(s) as soon as practicable
         thereafter;

                                      -10-

<PAGE>



                  (ii) prepare and file with the Commission such amendments and
         post-effective amendments to the Registration Statement as may be
         necessary to keep the Registration Statement effective for the
         applicable period set forth in Section 3 or 4 hereof, as applicable, or
         such shorter period as will terminate when all Transfer Restricted
         Securities covered by such Registration Statement have been sold; cause
         the Prospectus to be supplemented by any required Prospectus
         supplement, and as so supplemented to be filed pursuant to Rule 424
         under the Securities Act, and to comply fully with the applicable
         provisions of Rules 424, 430A and 462, as applicable under the
         Securities Act in a timely manner; and comply with the provisions of
         the Securities Act with respect to the disposition of all securities
         covered by such Registration Statement during the applicable period in
         accordance with the intended method or methods of distribution by the
         sellers thereof set forth in such Registration Statement or supplement
         to the Prospectus;

                  (iii) advise the managing underwriter(s), if any, and selling
         Holders promptly and, if requested by such Persons, to confirm such
         advice in writing, (A) when the Prospectus or any Prospectus supplement
         or post-effective amendment thereto has been filed, and, with respect
         to any Registration Statement or any post-effective amendment thereto,
         when the same has become effective, (B) of any request by the
         Commission for amendments to the Registration Statement or amendments
         or supplements to the Prospectus or for additional information relating
         thereto, (C) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement under the
         Securities Act or of the suspension by any state securities commission
         of the qualification of the Transfer Restricted Securities for offering
         or sale in any jurisdiction, or the initiation of any proceeding for
         any of the preceding purposes, (D) of the existence of any fact or the
         happening of any event that makes any statement of a material fact made
         in the Registration Statement, the Prospectus, any amendment or
         supplement thereto, or any document incorporated by reference therein
         untrue in any material respect, or that requires the making of any
         additions to or changes in the Registration Statement or the Prospectus
         in order to make the statements therein, in light of the circumstances
         under which they were made, not misleading. If at any time the
         Commission shall issue any stop order suspending the effectiveness of
         the Registration Statement, or any state securities commission or other
         regulatory authority shall issue an order suspending the qualification
         or exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Partnership shall use its
         reasonable best efforts to obtain the withdrawal or lifting of such
         order at the earliest practicable time;

                  (iv) upon written request, furnish to the Initial Purchasers,
         and, upon written request, to each of the selling Holders and each of
         the managing underwriter(s) in connection with such sale, if any,
         before filing with the Commission, copies of any Registration Statement
         or any Prospectus included therein or any amendments or supplements to
         any such Registration Statement or Prospectus, which documents will be
         subject to the review of such selling Holders and underwriter(s) in
         connection with such sale, if any, for a period of at least five
         Business Days, and the Partnership will not file any such Registration
         Statement or Prospectus or any amendment or supplement to any such
         Registration Statement or

                                      -11-

<PAGE>



         Prospectus to which a selling Holder of Transfer Restricted Securities
         covered by such Registration Statement or the underwriter(s) in
         connection with such sale, if any, shall reasonably object within five
         Business Days after the receipt thereof. A selling Holder or managing
         underwriter in connection with such sale, if any, shall be deemed to
         have reasonably objected to such filing (A) if such Registration
         Statement, amendment, Prospectus or supplement, as applicable, as
         proposed to be filed, contains a material misstatement or omission or
         fails to comply with the applicable requirements of the Securities Act
         or (B) if any of the information furnished to the Partnership by the
         selling Holder or managing underwriter in connection with such sale, if
         any, and included in such Registration Statement, amendment, Prospectus
         or supplement, as applicable, as proposed to be filed is incorrect in
         any respect;

                  (v) upon written request, promptly prior to the filing of any
         document that is to be incorporated by reference into a Registration
         Statement or Prospectus, provide copies of such document to the selling
         Holders and to the underwriter(s) in connection with such sale, if any,
         make the Partnership's representatives available for discussion of such
         document and other customary due diligence matters, and include such
         information in such document prior to the filing thereof as such
         selling Holders or underwriters, if any, reasonably may request;

                  (vi) in the case of a shelf registration, make available at
         reasonable times for inspection by the selling Holders, any managing
         underwriter participating in the disposition pursuant to such
         Registration Statement, if any, and any attorney or accountant retained
         by such selling Holders or any of the underwriter(s), all relevant
         financial and other records, pertinent corporate documents and
         properties of the Partnership and cause the officers, directors and
         employees of the Partnership to supply all information reasonably
         requested by any such underwriter, attorney or accountant in connection
         with such Registration Statement or any post-effective amendment
         thereto subsequent to the filing thereof and prior to its
         effectiveness;

                  (vii) if requested by any selling Holders or the managing
         underwriter(s) in connection with such sale, if any, promptly
         incorporate in any Registration Statement or Prospectus, pursuant to a
         supplement or post-effective amendment if necessary, such information
         as such managing underwriter(s), if any, may request to have included
         therein, including, without limitation, information relating to the
         "Plan of Distribution" of the Transfer Restricted Securities,
         information with respect to the principal amount of Transfer Restricted
         Securities being sold to such underwriter(s), the purchase price being
         paid therefor and any other terms of the offering of the Transfer
         Restricted Securities to be sold in such offering; and make all
         required filings of such Prospectus supplement or post-effective
         amendment as soon as practicable after the Partnership is notified of
         the matters to be incorporated in such Prospectus supplement or
         post-effective amendment;

                  (viii) cause the Transfer Restricted Securities covered by the
         Registration Statement to be rated by the appropriate rating agencies,
         if so requested by the Holders of a majority in

                                      -12-

<PAGE>



         aggregate principal amount of Notes covered thereby or the managing
         underwriter(s) in connection with such sale, if any, unless such
         Transfer Restricted Securities are already so rated;

                  (ix) furnish to each selling Holder and each of the managing
         underwriter(s) in connection with such sale, if any, without charge, at
         least one copy of the Registration Statement, as first filed with the
         Commission, and of each amendment thereto, including all documents
         incorporated by reference therein and all exhibits (including exhibits
         incorporated therein by reference);

                  (x) deliver to each selling Holder and each of the managing
         underwriter(s), if any, without charge, as many copies of the
         Prospectus (including each preliminary prospectus) and any amendment or
         supplement thereto as such Persons reasonably may request; the
         Partnership hereby consents to the use of the Prospectus and any
         amendment or supplement thereto by each of the selling Holders and each
         of the underwriter(s), if any, in connection with the offering and the
         sale of the Transfer Restricted Securities covered by the Prospectus or
         any amendment or supplement thereto;

                  (xi) enter into such agreements (including an underwriting
         agreement), and make such representations and warranties with respect
         to the business of the Partnership as are customarily addressed in
         representations and warranties made by issuers to underwriters in
         underwritten offerings, and take all such other actions in connection
         therewith in order to expedite or facilitate the disposition of the
         Transfer Restricted Securities pursuant to any Registration Statement
         contemplated by this Agreement, all to such extent as may be requested
         by the Initial Purchasers or by any Holder of Transfer Restricted
         Securities or managing underwriter in connection with any sale or
         resale pursuant to any Registration Statement contemplated by this
         Agreement; and whether or not an underwriting agreement is entered into
         and whether or not the registration is an Underwritten Registration,
         the Partnership shall:

                           (A) furnish to each Initial Purchaser, each selling
                  Holder and each managing underwriter, if any, in such
                  substance and scope as they may reasonably request and as are
                  customarily made by issuers to underwriters in primary
                  underwritten offerings, upon the date of the Consummation of
                  the Exchange Offer and, if applicable, the effectiveness of
                  the Shelf Registration Statement:

                           (1) a certificate, dated the date of Consummation of
                  the Exchange Offer or the date of effectiveness of the Shelf
                  Registration Statement, as the case may be, signed on behalf
                  of the Partnership by any Authorized Officer, confirming, as
                  of the date thereof, the matters set forth in paragraph (g) of
                  Section 7 of the Purchase Agreement and such other matters as
                  such parties may reasonably request;

                                      -13-

<PAGE>



                           (2) opinions, dated the date of Consummation of the
                  Exchange Offer or of effectiveness of the Shelf Registration
                  Statement, as the case may be, of counsel or counsels for the
                  Partnership, covering the matters set forth in paragraphs (c)
                  and (d) of Section 7 of the Purchase Agreement and such other
                  matters as such parties may reasonably request, and in any
                  event including a statement to the effect that such counsel
                  for the Partnership has participated in conferences with
                  officers of the Partnership and other representatives of the
                  Partnership, representatives of the independent public
                  accountants for the Partnership and representatives of and
                  counsel to the Initial Purchasers at which the contents of
                  such Registration Statement and the related Prospectus were
                  discussed and, although such counsel is not passing upon and
                  does not assume any responsibility for the accuracy,
                  completeness or fairness of the statements contained therein
                  (except as specifically stated in such opinion), on the basis
                  of the foregoing, no facts have come to the attention of such
                  counsel that have caused such counsel to believe that the
                  applicable Registration Statement, at the time such
                  Registration Statement or any post-effective amendment thereto
                  became effective, and, in the case of the Exchange Offer
                  Registration Statement, as of the date of Consummation,
                  contained an untrue statement of a material fact or omitted to
                  state a material fact required to be stated therein or
                  necessary to make the statements therein, in light of the
                  circumstances under which they were made, not misleading, or
                  that the Prospectus contained in such Registration Statement
                  as of its date and, in the case of the opinion dated the date
                  of Consummation of the Exchange Offer, as of the date of
                  Consummation, contained an untrue statement of a material fact
                  or omitted to state a material fact necessary in order to make
                  the statements therein, in light of the circumstances under
                  which they were made, not misleading (it being understood that
                  such counsel need make no comment as to the financial
                  statements and related statistical or financial information
                  and schedules included in any Registration Statement
                  contemplated by this Agreement or the related Prospectus); and

                           (3) customary comfort letters, dated as of the date
                  of Consummation of the Exchange Offer or the date of
                  effectiveness of the Shelf Registration Statement, as the case
                  may be, from the Partnership's independent accountants, in the
                  customary form and covering matters of the type customarily
                  covered in comfort letters by underwriters in connection with
                  Underwritten Offerings, and affirming the matters set forth in
                  the comfort letters delivered pursuant to Section 7(e) and (f)
                  of the Purchase Agreement, without exception;

                           (B) set forth in full or incorporate by reference in
                  the underwriting agreement, if any, the indemnification
                  provisions and procedures of Section 8 hereof with respect to
                  all parties to be indemnified pursuant to said Section; and

                           (C) deliver such other documents and certificates as
                  may be reasonably requested by such parties to evidence
                  compliance with clause (A) above and with any

                                      -14-

<PAGE>



                  customary conditions contained in the underwriting agreement
                  or other agreement entered into by the Partnership pursuant to
                  this clause (xi), if any.

                  The above shall be done at each closing under such
         underwriting or similar agreement, as and to the extent required
         thereunder, and, if at any time the representations and warranties of
         the Partnership contemplated in clause (A)(1) above cease to be true
         and correct in any material respect, the Partnership shall so advise
         the Initial Purchasers and the managing underwriter(s), if any, each
         selling Holder and each Restricted Broker-Dealer promptly and, if
         requested by such Persons, shall confirm such advice in writing;

                  (xii) prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders, the managing
         underwriter(s), if any, and its counsel in connection with the
         registration and qualification of the Transfer Restricted Securities
         under the securities or Blue Sky laws of such jurisdictions in the
         United States as the selling Holders or managing underwriter(s), if
         any, may request and do any and all other acts or things necessary or
         advisable to enable the disposition in such jurisdictions of the
         Transfer Restricted Securities covered by the applicable Registration
         Statement; provided, however, that the Partnership shall not be
         required to register or qualify as a foreign entity where it is not now
         so qualified or to take any action that would subject it to the service
         of process in suits or to taxation, other than as to matters and
         transactions relating to the Registration Statement, in any
         jurisdiction where it is not now so subject;

                  (xiii) shall issue, upon the request of any Holder of Senior
         Notes covered by any Shelf Registration Statement contemplated by this
         Agreement, New Senior Notes, having an aggregate principal amount equal
         to the aggregate principal amount of the Senior Notes surrendered to
         the Partnership by such Holder in exchange therefor or being sold by
         such Holder; such New Senior Notes to be registered in the name of such
         Holder or in the name of the purchaser(s) of such Notes, as the case
         may be; in return, the Senior Notes held by such Holder shall be
         surrendered to the Partnership for cancellation;

                  (xiv) cooperate with the selling Holders and the managing
         underwriter(s), if any, to facilitate the timely preparation and
         delivery of certificates representing Transfer Restricted Securities to
         be sold and not bearing any restrictive legends; and enable such
         Transfer Restricted Securities to be in such denominations and
         registered in such names as the Holders or the underwriter(s), if any,
         may request at least two Business Days prior to any sale of Transfer
         Restricted Securities made by such underwriter(s);

                  (xv) use its reasonable best efforts to cause the disposition
         of the Transfer Restricted Securities covered by the Registration
         Statement to be registered with or approved by such other governmental
         agencies or authorities as may be necessary to enable the seller or
         sellers thereof or the underwriter(s), if any, to consummate the
         disposition of such Transfer Restricted Securities, subject to the
         proviso contained in clause (xii) above;

                                      -15-

<PAGE>



                  (xvi) subject to Section 6(c)(i), if any fact or event
         contemplated by clause 6(c)(iii)(D) above shall exist or have occurred,
         prepare a supplement or post-effective amendment to the Registration
         Statement or related Prospectus or any document incorporated therein by
         reference or file any other required document so that, as thereafter
         delivered to the purchasers of Transfer Restricted Securities, the
         Prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact necessary to make the statements
         therein in the light of the circumstances under which they were made
         not misleading;

                  (xvii) provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of the Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indenture with printed certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with The
         Depository Trust Company;

                  (xviii) cooperate and assist in any filings required to be
         made with the NASD and in the performance of any due diligence
         investigation by any underwriter (including any "qualified independent
         underwriter" that is required to be retained in accordance with the
         rules and regulations of the NASD), and use its reasonable best efforts
         to cause such Registration Statement to become effective and approved
         by such governmental agencies or authorities as may be necessary to
         enable the Holders selling Transfer Restricted Securities to consummate
         the disposition of such Transfer Restricted Securities;

                  (xix) otherwise use its reasonable best efforts to comply with
         all applicable rules and regulations of the Commission, and make
         generally available to its security holders, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158
         (which need not be audited) for the twelve-month period (A) commencing
         at the end of any fiscal quarter in which Transfer Restricted
         Securities are sold to underwriters in a firm or reasonable best
         efforts Underwritten Offering or (B) if not sold to underwriters in
         such an offering, beginning with the first month of the Partnership's
         first fiscal quarter commencing after the effective date of the
         Registration Statement;

                  (xx) cause the Indenture to be qualified under the TIA not
         later than the effective date of the first Registration Statement
         required by this Agreement, and, in connection therewith, cooperate
         with the Trustee and the Holders of Notes to effect such changes to the
         Indenture as may be required for such Indenture to be so qualified in
         accordance with the terms of the TIA; and execute and use its
         reasonable best efforts to cause the Trustee to execute, all documents
         that may be required to effect such changes and all other forms and
         documents required to be filed with the Commission to enable such
         Indenture to be so qualified in a timely manner;

                  (xxi) cause all Transfer Restricted Securities covered by the
         Registration Statement to be listed on each securities exchange on
         which similar securities issued by the Partnership

                                      -16-

<PAGE>



         are then listed if requested by the Holders of a majority in aggregate
         principal amount of Senior Notes or the managing underwriter(s), if
         any; and

                  (xxii) promptly provide or make available to the Holders of
         the Notes, all financial information and reports at the time and in the
         manner provided for in Section 4.03 of the Indenture.

                  (d) Restrictions on Holders. (i) Each Holder agrees by
acquisition of a Transfer Restricted Security that, upon receipt of the notice
from the Partnership of the existence of any fact of the kind described in
Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition
of Transfer Restricted Securities pursuant to the applicable Registration
Statement until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is
advised in writing (the "Advice") by the Partnership that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus. If so
directed by the Partnership, each Holder will deliver to the Partnership (at the
Partnership's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice. In the event
the Partnership shall give any such notice, the time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4 hereof,
as applicable, shall be extended by the number of days during the period from
and including the date of the giving of such notice pursuant to Section 6(c)(i)
or Section 6(c)(iii)(D) hereof to and including the date when each selling
Holder covered by such Registration Statement shall have received the copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof
or shall have received the Advice.

                  (ii) The Partnership may require a Holder of Transfer
Restricted Securities to be included in a Registration Statement to furnish to
the Partnership such information as required by law to be disclosed by such
Holder in such Registration Statement, and the Partnership may exclude from such
Registration Statement the Transfer Restricted Securities of any Holder who
unreasonably fails to furnish such information within a reasonable time after
receiving such request.

SECTION 7.        REGISTRATION EXPENSES

                  All expenses incident to the Partnership's performance of or
compliance with this Agreement will be borne by the Partnership, regardless of
whether a Registration Statement becomes effective, including, without
limitation: (i) all registration and filing fees and expenses (including filings
made by any Initial Purchaser or Holder with the NASD (and, if applicable, the
fees and expenses of any "qualified independent underwriter") and its counsel
that may be required by the rules and regulations of the NASD); (ii) all fees
and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the New Senior Notes to be issued in the Exchange Offer and printing of
Prospectuses); (iv) all fees and disbursements of counsel for the Partnership;
(v) all messenger and delivery services and telephone expenses of the
Partnership; and (vi) all fees and disbursements of independent certified

                                      -17-

<PAGE>



public accountants of the Partnership (including the expenses of any special
audit and comfort letters required by or incident to such performance).

                  The Partnership will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of any of the
Partnership's officers and employees performing legal or accounting duties), the
expenses of any annual audit and the fees and expenses of any Person, including
special experts, retained by the Partnership.

SECTION 8.        INDEMNIFICATION

                  (a) The Partnership shall indemnify and hold harmless each
Holder, its directors, officers and employees and each Person, if any, who
controls such Holder within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages, liabilities, judgments and actions, joint or several, or any action in
respect thereof (including, but not limited to, any loss, claim, damage,
liability, judgment or action relating to purchases and sales of Notes), to
which that Holder, its directors, officers, employees or controlling Persons may
become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability, judgment or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained (A) in any Registration Statement, Preliminary Prospectus or
Prospectus or in any amendment or supplement thereto or (B) in any Blue Sky
application or other document prepared or executed by the Partnership (or based
upon any written information furnished by the Partnership) specifically for the
purpose of qualifying any or all of the Notes under the securities laws of any
state or other jurisdiction (any such application, document or information being
hereinafter called a "Blue Sky Application") or (ii) the omission or alleged
omission to state in any Registration Statement, Preliminary Prospectus or
Prospectus, or in any amendment or supplement thereto, or in any Blue Sky
Application any material fact required to be stated therein or necessary to make
the statements therein not misleading, and shall reimburse such Holder and each
director, officer, employee or controlling Person promptly upon demand for any
legal or other expenses reasonably incurred by such Holder, director, officer,
employee or controlling Person in connection with investigating or defending or
preparing to defend against any such loss, claim, damage, liability, judgment or
action as such expenses are incurred; provided, however, that the Partnership
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability, judgment or action arises out of, or is based upon, any
untrue statement or alleged untrue statement or omission or alleged omission
made in any Registration Statement, Preliminary Prospectus or Prospectus, or in
any such amendment or supplement or in any Blue Sky Application in reliance upon
and in conformity with written information furnished to the Partnership by or on
behalf of such Holder specifically for inclusion therein.

                  (b) Each Holder, severally and not jointly, shall indemnify
and hold harmless the Partnership, the Partnership Policy Committee of the
Partnership, the Audit Committee of the Partnership, the employees and officers
of the Partnership, the General Partners, the employees and officers of the
General Partners, and each Person, if any, who controls the Partnership within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act (collectively, the

                                      -18-

<PAGE>



"Partnership Indemnitees"), from and against any and all losses, claims,
damages, liabilities, judgments or actions, joint or several, or any action in
respect thereof, to which the Partnership Indemnitees may become subject, under
the Securities Act or otherwise, insofar as such loss, claim, damage, liability,
judgment or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, Preliminary Prospectus or Prospectus or in any amendment or
supplement thereto or (ii) the omission or alleged omission to state in any
Registration Statement, Preliminary Prospectus or Prospectus, or in any
amendment or supplement thereto, or in any Blue Sky Memorandum any material fact
required to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that the untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Partnership by
or on behalf of such Holder specifically for inclusion therein and described in
Section 8(e), and shall reimburse the Partnership Indemnitee or controlling
Person for any legal or other expenses reasonably incurred by the Partnership
Indemnitee in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability, judgment or action as such
expenses are incurred. The foregoing indemnity agreement is in addition to any
liability which any Holder may otherwise have to the Partnership Indemnitees.

                  (c) Promptly after receipt by any indemnified party under this
Section 8 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 8 except to the extent it has
been materially prejudiced by such failure and, provided further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 8.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel satisfactory to the indemnified party and the payment of all fees
and expenses of such counsel shall be the responsibility of the indemnifying
party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation, provided,
however, that the indemnified party shall have the right to employ separate
counsel to represent all indemnified parties who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the
indemnified parties against the indemnifying parties under this Section 8 if,
(i) the employment of such counsel shall have been specifically authorized in
writing by the indemnifying party, (ii) the indemnifying party shall have failed
to assume the defense of such action or employ counsel reasonably satisfactory
to the indemnified party or (iii) counsel for any of the indemnified parties
shall have reasonably concluded that there may be defenses available to the
indemnified parties that are in addition to or in conflict with those available
to the indemnifying party. In any case, the indemnifying party shall not, in

                                      -19-

<PAGE>



connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) of all indemnified parties,
and all such fees and expenses shall be reimbursed as they are incurred. Such
firm shall be designated in writing by BOA, in the case of the parties
indemnified pursuant to Section 8(a) and by the Partnership, in the case of
parties indemnified pursuant to Section 8(b). No indemnifying party shall (i)
without the prior written consent of the indemnified parties (which consent
shall not be unreasonably withheld), settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim, action,
suit or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding, or (ii) be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with the consent of
the indemnifying party or if there be a final judgment of the plaintiff in any
such action, the indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by reason of such
settlement or judgment.

                  (d) If the indemnification provided for in this Section 8
shall for any reason be unavailable or insufficient to hold harmless an
indemnified party under Section 8(a) or 8(b) in respect of any loss, claim,
damage, liability, judgment or any action in respect thereof, referred to
therein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage, liability, judgment or action in
respect thereof, (i) in such proportion as shall be appropriate to reflect the
relative benefits received by the Partnership, on the one hand, and the Holders,
on the other, from the offering of the Notes or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Partnership, on the one hand, and the
Holders, on the other, with respect to the statements or omissions which
resulted in such loss, claim, damage, liability, judgment or action in respect
thereof, as well as any other relevant equitable considerations. The relative
benefits received by the Partnership, on the one hand, and the Holders, on the
other, with respect to such offering shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Notes purchased
under the Purchase Agreement (before deducting expenses) received by the
Partnership as set forth in the table on the cover page of the Memorandum, on
the one hand, and the total net proceeds received by such Holder upon its resale
of Notes less the amount paid by such Holder for such Notes, on the other hand,
bear to the total sum of such amounts. The relative fault shall be determined by
reference to whether the untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Partnership or such Holder, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Partnership and the Holders agree that it would
not be just and equitable if contributions pursuant to this Section 8 were to be
determined by pro rata allocation or by any other method of allocation which
does not take into account the equitable considerations referred to herein. The

                                      -20-

<PAGE>



amount paid or payable by an indemnified party as a result of the loss, claim,
damage, liability, judgment or action in respect thereof, referred to above in
this Section 8 shall be deemed to include, for purposes of this Section 8(d),
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8(d), no Holder, and none of its
directors, officers, employees or controlling Persons, shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total net proceeds received by such Holder upon its resale of Notes exceeds the
sum of the amount paid by such Holder for such Notes and the amount of any
damages which such Holder has otherwise paid or become liable to pay by reason
of any untrue or alleged untrue statement or omission or alleged omission. No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute as provided in this Section 8(d) are several in
proportion to the respective principal amount of Notes held by each of the
Holders hereunder and not joint.

                  (e) The Holders severally confirm, and the Partnership
acknowledges, that the statements with respect to the offering of the Notes set
forth in the bottom paragraph on the cover page of, and the disclosure in the
second, fifth and seventh through tenth paragraphs under the caption "Plan of
Distribution" in the Memorandum are correct and constitute the only information
furnished in writing to the Partnership by or on behalf of the Holders
specifically for inclusion in the Memorandum.

SECTION 9.        RULE 144A

                  The Partnership hereby agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding and during any period in
which the Partnership is not subject to Section 13 or 15(d) of the Exchange Act,
to make available to any Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any prospective purchaser of
such Transfer Restricted Securities from such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A.

SECTION 10.       PARTICIPATION IN UNDERWRITTEN REGISTRATION

                  No Holder may participate in any Underwritten Registration
hereunder unless such Holder (a) agrees to sell such Holder's Transfer
Restricted Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents
required under the terms of such underwriting arrangements.


                                      -21-

<PAGE>



SECTION 11.       SELECTION OF UNDERWRITERS

                  For any Underwritten Offering, the investment banker or
investment bankers and manager or managers that will administer such offering
will be selected by the Holders of a majority in aggregate principal amount of
the Transfer Restricted Securities included in such offering; provided, that
such investment bankers and managers must be reasonably satisfactory to the
Partnership. Such investment bankers and managers are referred to herein as the
"managing underwriters."

SECTION 12.       MISCELLANEOUS

                  (a) Remedies. Each Holder, in addition to being entitled to
exercise all rights provided herein, in the Indenture, the Purchase Agreement or
granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement. The
Partnership agrees that monetary damages (including the Liquidated Damages
contemplated hereby) would not be adequate compensation for any loss incurred by
reason of a breach by them of the provisions of this Agreement and hereby agree
to waive the defense in any action for specific performance that a remedy at law
would be adequate.

                  (b) No Inconsistent Agreements. The Partnership will not on or
after the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. The Partnership is
not currently bound by any agreement granting registration rights with respect
to its securities that conflicts with the registration rights set forth herein.

                  (c) Adjustments Affecting the Notes. The Partnership will not
take any action, or permit any change to occur, with respect to the Notes that
would materially and adversely affect the ability of the Holders to Consummate
any Exchange Offer.

                  (d) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to or
departures from the provisions hereof may not be given unless (i) in the case of
Section 5 hereof and this Section 12(d), the Holders of all outstanding Transfer
Restricted Securities and (ii) in the case of all other provisions hereof, the
Partnership has obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities. Notwithstanding
the foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being tendered
pursuant to the Exchange Offer and that does not affect directly or indirectly
the rights of other Holders whose securities are not being tendered pursuant to
such Exchange Offer may be given by the Holders of a majority of the outstanding
principal amount of Transfer Restricted Securities being tendered or registered.

                                      -22-

<PAGE>



                  (e) Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail (registered or certified, return receipt requested), telex, telecopier, or
air courier guaranteeing overnight delivery:

                  (i)   if to a Holder, at the address set forth on the records
         of the Registrar under the Indenture, with a copy to the Registrar
         under the Indenture; and

                           With a copy to:

                                    Banc of America Securities, LLC
                                    100 North Tryon Street
                                    Charlotte, North Carolina 28255
                                    Attention: Syndicate Operations
                                    Telecopy No.: (704) 388-9212


                  (ii)  if to the Initial Purchasers, to the Initial Purchasers'
         address specified in Section 12(a) of the Purchase Agreement.

                  (iii) if to the Partnership:

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

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

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address specified in the Indenture.

                  (f) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that nothing herein shall be deemed to permit any assignment, transfer
or other disposition of Transfer Restricted Securities in violation of the terms
hereof or of the Purchase Agreement or the Indenture. If any transferee of any
Holder shall acquire Transfer Restricted

                                      -23-

<PAGE>



Securities in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of this
Agreement, and by owning and holding such Transfer Restricted Securities such
Person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement, including the restrictions on
resale set forth in this Agreement and, if applicable, the Purchase Agreement,
and such Person shall be entitled to receive the benefits hereof.

                  (g) Counterparts. This Agreement may be executed in any number
of counterparts and by the 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.

                  (h) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK.

                  (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable by a court of competent jurisdiction, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be affected
or impaired thereby.

                  (k) Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Partnership with
respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.

                  (l) No Personal Liability. None of the members of the
Partnership Policy Committee or the General Partners or the General Partners'
directors, officers, employees, partners, incorporators or stockholders, if any,
shall have any liability for any of the Partnership's obligations under the
notes or the indenture or hereunder or for any claim based on, in respect of, or
by reason of, such obligations or their creation.


                                      -24-

<PAGE>


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


                                      NORTHERN BORDER PARTNERS, L.P.


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


                                      NORTHERN BORDER INTERMEDIATE LIMITED
                                      PARTNERSHIP


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




BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
SUNTRUST EQUITABLE SECURITIES



By:  BANC OF AMERICA SECURITIES LLC


By:  /s/ Lynn McConnell
     --------------------------------
     Name: Lynn T. McConnell
     Title:   Managing Director





<PAGE>