REVOLVING CREDIT AGREEMENT

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Title: REVOLVING CREDIT AGREEMENT
Date: 3/12/2004
Industry: NATGAS Sector: UTILIT

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Exhibit 10.7

REVOLVING CREDIT AGREEMENT

DATED AS OF NOVEMBER 24, 2003

among

NORTHERN BORDER PARTNERS, L.P.,

as Borrower

SUNTRUST BANK,

as Administrative Agent,

THE LENDERS NAMED HEREIN,

as Lenders,

HARRIS NESBITT CORP. AND WACHOVIA BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents,

CITIGROUP, N.A.,

as Documentation Agent,

and

SUNTRUST CAPITAL MARKETS, INC.,

as Lead Arranger

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS AND TERMS........................................................................ 1

SECTION 1.1 Definitions........................................................................ 1

SECTION 1.2 Number and Gender of Words; Other References....................................... 16

SECTION 1.3 Accounting Principles.............................................................. 16

ARTICLE II BORROWING PROVISIONS......................................................................... 16

SECTION 2.1 Facility........................................................................... 16

SECTION 2.2 LC Subfacility..................................................................... 16

SECTION 2.3 Terminations, Reductions or Increases of Commitments............................... 20

SECTION 2.4 Borrowing Procedure................................................................ 21

ARTICLE III TERMS OF PAYMENT............................................................................. 23

SECTION 3.1 Loan Accounts, Notes, and Payments................................................. 23

SECTION 3.2 Interest and Principal Payments.................................................... 24

SECTION 3.3 Prepayments........................................................................ 24

SECTION 3.4 Interest Options................................................................... 25

SECTION 3.5 Quotation of Rates................................................................. 25

SECTION 3.6 Default Rate....................................................................... 25

SECTION 3.7 Interest Recapture................................................................. 25

SECTION 3.8 Interest Calculations.............................................................. 26

SECTION 3.9 Maximum Rate....................................................................... 26

SECTION 3.10 Interest Periods................................................................... 26

SECTION 3.11 Conversions........................................................................ 27

SECTION 3.12 Order of Application............................................................... 27

SECTION 3.13 Sharing of Payments, Etc........................................................... 28

SECTION 3.14 Offset............................................................................. 28

SECTION 3.15 Booking Borrowings................................................................. 29

ARTICLE IV CHANGE IN CIRCUMSTANCES...................................................................... 29

SECTION 4.1 Increased Cost and Reduced Return.................................................. 29

SECTION 4.2 Limitation on Types of Loans....................................................... 30

SECTION 4.3 Illegality......................................................................... 31

SECTION 4.4 Treatment of Affected Loans........................................................ 31

SECTION 4.5 Compensation....................................................................... 32

SECTION 4.6 Taxes.............................................................................. 32

ARTICLE V FEES......................................................................................... 34

SECTION 5.1 Treatment of Fees.................................................................. 34

SECTION 5.2 Fees of Administrative Agent and Arranger.......................................... 34

SECTION 5.3 Facility Fees...................................................................... 34

SECTION 5.4 LC Fees............................................................................ 35

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ARTICLE VI GUARANTY..................................................................................... 35

SECTION 6.1 Guaranty........................................................................... 35

ARTICLE VII CONDITIONS PRECEDENT......................................................................... 35

SECTION 7.1 Conditions Precedent to Closing.................................................... 35

SECTION 7.2 Conditions Precedent to Each Borrowing............................................. 35

ARTICLE VIII REPRESENTATIONS AND WARRANTIES............................................................... 36

SECTION 8.1 Purpose of Credit Facility......................................................... 36

SECTION 8.2 Existence, Good Standing, Authority, and Authorizations............................ 36

SECTION 8.3 Subsidiaries....................................................................... 37

SECTION 8.4 Authorization and No Contravention................................................. 37

SECTION 8.5 Binding Effect..................................................................... 37

SECTION 8.6 Financial Statements............................................................... 37

SECTION 8.7 Litigation, Claims, Investigations................................................. 38

SECTION 8.8 Taxes.............................................................................. 38

SECTION 8.9 Environmental Matters.............................................................. 38

SECTION 8.10 Employee Benefit Plans............................................................. 38

SECTION 8.11 Properties; Liens.................................................................. 39

SECTION 8.12 Government Regulations............................................................. 39

SECTION 8.13 Transactions with Affiliates....................................................... 39

SECTION 8.14 Material Agreements................................................................ 39

SECTION 8.15 Insurance.......................................................................... 40

SECTION 8.16 Compliance with Laws............................................................... 40

SECTION 8.17 Regulation U....................................................................... 40

SECTION 8.18 Full Disclosure.................................................................... 40

SECTION 8.19 No Default......................................................................... 40

ARTICLE IX AFFIRMATIVE COVENANTS........................................................................ 41

SECTION 9.1 Use of Proceeds.................................................................... 41

SECTION 9.2 Books and Records.................................................................. 41

SECTION 9.3 Items to be Furnished.............................................................. 41

SECTION 9.4 Inspections........................................................................ 42

SECTION 9.5 Taxes.............................................................................. 42

SECTION 9.6 Payment of Obligations............................................................. 43

SECTION 9.7 Maintenance of Existence, Assets, and Business..................................... 43

SECTION 9.8 Compliance with Laws, etc.......................................................... 43

SECTION 9.9 Insurance.......................................................................... 43

SECTION 9.10 Preservation and Protection of Rights.............................................. 43

SECTION 9.11 Pari Passu Status.................................................................. 44

SECTION 9.12 Maintenance of Tax Status.......................................................... 44

ARTICLE X NEGATIVE COVENANTS........................................................................... 44

SECTION 10.1 Debt and Guaranties................................................................ 44

SECTION 10.2 Liens.............................................................................. 45

SECTION 10.3 Transactions with Affiliates....................................................... 46

SECTION 10.4 Assignment......................................................................... 46

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SECTION 10.5 Government Regulations............................................................. 46

SECTION 10.6 Mergers; Sale of Assets............................................................ 46

SECTION 10.7 Loan and Investments............................................................... 47

SECTION 10.8 Distributions...................................................................... 47

SECTION 10.9 Limitation on Business Activities.................................................. 47

SECTION 10.10 Certain Amendments to Cash Distribution Policies and Partnership Agreements........ 48

SECTION 10.11 Restrictive Agreements, etc........................................................ 48

SECTION 10.12 Employee Benefit Plans............................................................. 48

SECTION 10.13 Interest Coverage Ratio............................................................ 48

SECTION 10.14 Consolidated Leverage Ratio........................................................ 48

ARTICLE XI DEFAULT...................................................................................... 49

SECTION 11.1 Payment of Obligation.............................................................. 49

SECTION 11.2 Covenants.......................................................................... 49

SECTION 11.3 Debtor Relief...................................................................... 49

SECTION 11.4 Judgments and Attachments.......................................................... 50

SECTION 11.5 Misrepresentation.................................................................. 50

SECTION 11.6 Change of Control.................................................................. 50

SECTION 11.7 Default Under Other Debt and Agreements............................................ 50

SECTION 11.8 Employee Benefit Plans............................................................. 50

SECTION 11.9 Validity and Enforceability of Loan Documents...................................... 51

SECTION 11.10 Environmental Liability............................................................ 51

SECTION 11.11 Dissolution........................................................................ 51

ARTICLE XII RIGHTS AND REMEDIES.......................................................................... 51

SECTION 12.1 Remedies Upon Default.............................................................. 51

SECTION 12.2 Loan Party Waivers................................................................. 52

SECTION 12.3 Performance by Administrative Agent................................................ 52

SECTION 12.4 Delegation of Duties and Rights.................................................... 52

SECTION 12.5 Not in Control..................................................................... 52

SECTION 12.6 Course of Dealing.................................................................. 53

SECTION 12.7 Cumulative Rights.................................................................. 53

SECTION 12.8 Application of Proceeds............................................................ 53

SECTION 12.9 Certain Proceedings................................................................ 54

SECTION 12.10 Expenditures by Lenders............................................................ 54

SECTION 12.11 INDEMNIFICATION.................................................................... 54

ARTICLE XIII AGREEMENT AMONG LENDERS...................................................................... 56

SECTION 13.1 Administrative Agent............................................................... 56

SECTION 13.2 Expenses........................................................................... 57

SECTION 13.3 Proportionate Absorption of Losses................................................. 58

SECTION 13.4 Delegation of Duties; Reliance..................................................... 58

SECTION 13.5 Limitation of Liability............................................................ 58

SECTION 13.6 Default............................................................................ 59

SECTION 13.7 Limitation of Liability............................................................ 60

SECTION 13.8 Relationship of Lenders............................................................ 60

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SECTION 13.9 Benefits of Agreement.............................................................. 60

SECTION 13.10 Agents............................................................................. 60

SECTION 13.11 Obligations Several................................................................ 60

ARTICLE XIV MISCELLANEOUS................................................................................ 61

SECTION 14.1 Headings........................................................................... 61

SECTION 14.2 Nonbusiness Days................................................................... 61

SECTION 14.3 Communications..................................................................... 61

SECTION 14.4 Form and Number of Documents....................................................... 61

SECTION 14.5 Exceptions to Covenants............................................................ 61

SECTION 14.6 Survival........................................................................... 62

SECTION 14.7 GOVERNING LAW...................................................................... 62

SECTION 14.8 Invalid Provisions................................................................. 62

SECTION 14.9 Entirety........................................................................... 62

SECTION 14.10 Jurisdiction; Venue; Service of Process............................................ 62

SECTION 14.11 Amendments, Consents, Conflicts, and Waivers....................................... 63

SECTION 14.12 Multiple Counterparts.............................................................. 64

SECTION 14.13 Successors and Assigns; Assignments and Participations............................. 64

SECTION 14.14 Confidentiality.................................................................... 67

SECTION 14.15 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances........ 67

SECTION 14.16 No General Partners' Liability..................................................... 68

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EXHIBITS AND SCHEDULES

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 of Northern Plains

Natural Gas Company

Exhibit F-3 - Form of Opinion of Counsel of Pan Border

Exhibit F-4 - Form of Opinion of Counsel of Northwest Border

Schedule 2.1 - Lenders and Commitments

Schedule 7.1 - Conditions Precedent to Closing

Schedule 8.3 - Subsidiaries and Partnership Interests

Schedule 10.1 - Existing Debt

Schedule 14.3 - Address for Notices

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REVOLVING CREDIT AGREEMENT

THIS CREDIT AGREEMENT is entered into as of November 24, 2003, among

NORTHERN BORDER PARTNERS, L.P., a Delaware limited partnership ("BORROWER"),

Lenders (hereinafter defined) and SUNTRUST BANK, as Administrative Agent

(hereinafter defined) for itself and the other Lenders.

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 $275,000,000, to refinance existing bank debt and

to finance investments permitted hereunder, working capital, capital

expenditures, acquisitions and other general business 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:

ARTICLE I

DEFINITIONS AND TERMS

SECTION 1.1 DEFINITIONS.

As used herein:

"2010 SENIOR NOTES" means the unsecured 8-7/8% notes dated as of June

2, 2000 issued by Borrower in an aggregate principal amount of $250,000,000 with

a maturity date of June 15, 2010.

"2010 SENIOR NOTE INDENTURE" means the indenture authorizing the

issuance of the 2010 Senior Notes, as the same may from time to time be amended,

supplemented or otherwise modified.

"2011 SENIOR NOTES" means the unsecured notes dated as of March 21,

2001 issued by Borrower in an aggregate principal amount of $225,000,000 with a

maturity date of March 15, 2011.

"2011 SENIOR NOTE INDENTURE" means the indenture authorizing the

issuance of the 2011 Senior Notes, as the same may from time to time be amended,

supplemented or otherwise modified.

"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

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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.

"ADDITIONAL LENDER" shall have the meaning given to such term in

Section 2.6.

"ADJUSTED CONSOLIDATED EBITDA" means, for any fiscal period of

Borrower, the sum of Consolidated EBITDA of Borrower for such period plus, to

the extent not already reflected in Consolidated EBITDA for such period,

Consolidated EBITDA for such period of (i) any other Person or (ii) all or

substantially all of the business or assets of any other Person or (iii)

operating division or business unit of any other Person, acquired during such

period.

"ADMINISTRATIVE AGENT" means SunTrust Bank, 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).

"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 November 24, 2004, November 24, 2005,

November 24, 2006 and November 24, 2007.

"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 14.3 attached hereto or such other office that such

Lender (or an affiliate of such Lender) may from time to time specify to

Administrative Agent and Borrower by written notice in accordance with the terms

hereof.

"APPLICABLE AMOUNT AND APPLICABLE MARGIN" means, on any date of

determination, with respect to Borrowings under the Facility and facility fees

and letter of credit 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 Borrower's long-term senior

unsecured non-credit enhanced indebtedness for borrowed money ("INDEX DEBT") at

such date of determination:

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APPLICABLE MARGIN APPLICABLE AMOUNT

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

BASE RATE EURODOLLAR RATE

SENIOR UNSECURED BORROWINGS BORROWINGS AND LETTERS OF FACILITY FEE

DEBT RATING (BPS) CREDIT (BPS) (BPS)

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

Category 1

Greater than or 0.0 65.0 10.0

equal to A-/A3

Category 2

BBB+/Baa1 0.0 75.0 12.5

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Category 3

BBB/Baa2 0.0 85.0 15.0

Category 4

BBB-/Baa3 0.0 100.0 25.0

Category 5

Less than BBB- 0.0 112.5 37.5

/Baa3

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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 penultimate 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 penultimate 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 (including the deemed ratings pursuant to

clause (ii)) shall differ, the Applicable Amount and the Applicable Margin shall

be based on (1) if the ratings differential is one category, the higher of the

two ratings, (2) if the rating differential is two categories, the rating which

falls between them or (3) if the rating differential is three categories or

more, the rating immediately above 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. Subject to clauses (i) and (ii) of the preceding

sentence, 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 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. From

the Closing Date until any change in the rating of Borrower's Index Debt as

described above, the Applicable Amount and Applicable Margin shall be based on

Category 2.

"ARRANGER" means SunTrust Capital Markets, Inc., and its successors and

assigns, in its capacity as lead arranger 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.

"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.

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"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 2.4(a).

"BORROWING NOTICE" means a request for Borrowing made pursuant to

Section 2.4(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 Atlanta, Georgia or New York, New York, 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.

"CHANGE OF CONTROL" means (i) 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 or

(ii) the failure of Subsidiaries of Enron Corp., CrossCountry Energy Corp.,

CrossCountry Energy, L.L.C. and/or TransCanada PipeLines Limited directly, or

indirectly through one or more wholly-owned Subsidiaries, to own, free and clear

of all Liens, general partner 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.

"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.

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"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 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.

"CONSOLIDATED EBITDA" means, for any person and its consolidated

subsidiaries and for any period, an amount equal to the sum of (i) Net Income

for such period plus (ii) to the extent deducted in determining Net Income for

such period, (A) Consolidated Interest Expense, (B) income tax expense, (C)

depreciation and amortization and (D) all other non-cash charges, determined on

a consolidated basis in accordance with GAAP in each case for such period.

"CONSOLIDATED INTEREST EXPENSE" means, for any Person and its

consolidated Subsidiaries and for any period, the amount of interest expense,

both expensed and capitalized, of such Person for such period, determined on a

consolidated basis in accordance with GAAP.

"CONSOLIDATED TOTAL DEBT" means, as of any date of determination, all

Debt of Borrower and its Subsidiaries measured on a consolidated basis as of

such date.

"CONSTITUENT DOCUMENTS" means, for any Person, the documents for its

formation and organization, which, for example, (i) for a corporation are its

corporate charter and bylaws, (ii) for a partnership is its partnership

agreement, (iii) for a limited liability company are its certificate of

organization and regulations, and (iv) for a trust is the trust agreement or

indenture under which it is created.

"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 Section 9.3(b) for the fiscal year ended December 31,

2002, or (b) the most recent Financial Statements required to be delivered under

Sections 9.3(a) and (b).

"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

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excluding trade accounts payable arising in the ordinary course of business);

(b) the face amount of all letters of credit and banker's acceptances issued for

the account of such Person, and without duplication, all drafts drawn and unpaid

thereunder; (c) any liability with respect to obligations to deliver goods or

services in consideration of advance payments therefor, including any liability

with respect to payments received in consideration of oil, gas, or other

minerals yet to be acquired or produced at the time of payment (such as

obligations under contracts to deliver oil or gas in return for payments already

received and production payments created by such Person or for the creation of

which such Person directly or indirectly received payment); (d) all obligations

of the type referred to in clauses (a) through (c) preceding of other Persons

for the payment of which such Person is responsible or liable as obligor,

guarantor, or otherwise; and (e) all obligations of the type referred to in

clauses (a) through (d) preceding of other Persons secured by any Lien on any

property or asset of such Person whether or not such 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, provided,

however, that the obligations referenced in this clause (e) shall not include

indebtedness (which is not assumed or guaranteed by Borrower or any Subsidiary

of Borrower) under the Fort Union Project Finance Documents which is secured by

Liens on the limited liability company interests of Crestone Powder River,

L.L.C. in Fort Union, L.L.C., nor indebtedness (which is not assumed or

guaranteed by Borrower or any Subsidiary of Borrower) which is secured by Liens

on the limited liability company interests of Crestone Wind River, L.L.C. in

Lost Creek, L.L.C. 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 Article 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, until the end of the applicable Interest Period, 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

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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.

"DOLLARS" and the symbol "$" means lawful money of the United States of

America.

"ELIGIBLE ASSIGNEE" means a Lender or its Affiliates or any other

Person approved by Administrative Agent (which approval will not be unreasonably

withheld or delayed by Administrative Agent); provided, however, that neither

Borrower nor any Affiliate of Borrower shall qualify as an Eligible Assignee.

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 shall also

have the right to approve any Eligible Assignee, 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.

"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 is or has been within the past five years established or maintained by

any Loan Party, Subsidiary thereof, or ERISA Affiliate or to which any Loan

Party, Subsidiary thereof or ERISA Affiliate is making, has made, is accruing or

has accrued an obligation to make contributions or has, within the past five

years made or accrued an obligation to make contributions, 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

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended from time to time, and any rule or regulation issued thereunder.

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"ERISA AFFILIATE" means each "person" (as defined in Section 3(a) of

ERISA) (whether or not incorporated) which, for purposes of Title IV of ERISA,

is, or has been within the past five years, a member of any Loan Party's

controlled group.

"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

under circumstances that give rise to withdrawal liability under Title IV of

ERISA; (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%).

"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 AGREEMENT" means the Revolving Credit Agreement, dated

as of March 21, 2001, as amended, among Borrower, SunTrust Bank, as

administrative agent, and the other agents and lenders named therein.

"EXHIBIT" means an exhibit to this Agreement unless otherwise

specified.

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"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).

"FORT UNION, L.L.C." means Fort Union Gas Gathering, L.L.C., a Delaware

limited liability company.

"FORT UNION PROJECT FINANCE DOCUMENTS" means the Construction and Term

Credit Agreement dated as of April 16, 1999 among Fort Union, L.L.C. as

Borrower, Fleet National Bank, as administrative agent and the other lenders and

agents parties thereto, and the other agreements executed as security therefor

or pursuant thereto, as the same may from time to time be amended.

"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 and any other Person that

becomes a "Guarantor" under the Guaranty.

"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.

"GUARDIAN" means Guardian Pipeline, L.L.C., a Delaware limited

liability company.

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"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 the Comprehensive

Environmental Response, Compensation, and Liability Act of 1980 ("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" means Northern Border Intermediate Limited

Partnership, a Delaware limited partnership.

"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, awards 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.