REVOLVING CREDIT AGREEMENT

Revolving Credit Agreement

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Title: REVOLVING CREDIT AGREEMENT
Date: 3/12/2004
Industry: Natural Gas Utilities Sector: Utilities

REVOLVING CREDIT AGREEMENT, Parties: northern border partners l.p.

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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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<PAGE>

"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.

"LC SUBFACILITY" means a subfacility of the Facility for the issuance

of LCs as described in and subject to the limitations of Section 2.2, under

which the LC Exposure may never (a) collectively exceed $50,000,000 and (b)

together with the Principal Debt may never exceed the Commitment.

"LENDERS" means, on any date, the financial institutions named on

Schedule 2.1 (as the same may be amended from time to time by Administrative

Agent to reflect the assignments made in accordance with Section 14.13(b) of

this Agreement), and subject to the terms and

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conditions of this Agreement, and their respective successors and assigns (but

not any Participant who is not otherwise a party to this Agreement).

"LETTER OF CREDIT CASH COLLATERAL ACCOUNT" means a blocked deposit

account held by Administrative Agent with respect to which Borrower hereby

pledges and grants a security interest in and lien on such account to

Administrative Agent for and on behalf of Lenders as security for LC Exposure

and with respect to which Borrower agrees to execute and deliver from time to

time such documentation as Administrative Agent may reasonably request to

further assure and confirm such security interest.

"LIEN" means any lien, mortgage, security interest, pledge, assignment,

charge, title retention agreement, encumbrance of any kind, Right or arrangement

with or for the benefit of any creditor (other than under or relating to

subordination or other intercreditor arrangements) to have its claim satisfied

out of any property or assets, or the proceeds therefrom, prior to the general

creditors of the owner thereof.

"LIMITED PARTNERSHIP UNITS" means Common Units and any other units

representing a limited partner's interest in Borrower.

"LITIGATION" means any action by or before any Governmental Authority.

"LOAN DOCUMENTS" means (a) this Agreement and all schedules and

exhibits attached hereto, the Notes, each Guaranty, LCs, and LC Agreements, (b)

all agreements, documents, or instruments in favor of the Administrative Agent

or Lenders now or hereafter delivered pursuant to this Agreement or otherwise

delivered in connection herewith, and (c) any and all future renewals,

extensions, restatements, reaffirmations, or amendments of, or supplements to,

all or any part of the foregoing.

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

Guarantors; and "LOAN PARTY" means any one of them.

"LOST CREEK L.L.C." means Lost Creek Gathering Company, L.L.C., a

Delaware limited liability company.

"LOST CREEK PROJECT FINANCE DOCUMENTS" means the Construction and Term

Credit Agreement dated as of September 24, 1999 among Lost Creek, L.L.C. as

Borrower, Barclays Bank PLC, as Administrative Agent and the other Lenders party

thereto and the other agreements executed as security therefor or pursuant

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

"MATERIAL ADVERSE EVENT" means any set of one or more circumstances or

events which, individually or collectively, result in any (a) material

impairment of the ability of any Loan Party to perform any of its payment or

other material obligations under the Loan Documents or the ability of

Administrative Agent or any Lender to enforce any such obligations or any of

their respective Rights under the Loan Documents, (b) material and adverse

effect on the business, properties, condition (financial or otherwise), or

results of operations of any Loan Party, NBPC, or any Loan Party and its

Subsidiaries taken as a whole, or (c) a Default or Potential Default.

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"MATERIAL SUBSIDIARY" means any Subsidiary the assets of which

comprised more than 5% of consolidated assets of Borrower and its Subsidiaries

at the end of the fiscal year of Borrower immediately prior to the date of

determination, or the gross revenue of which for any of the three fiscal years

of Borrower immediately prior to the date of determination comprised more than

5% of consolidated gross revenue, all as determined by reference to the

applicable financial statements of such Subsidiary and Borrower.

"MAXIMUM AMOUNT" and "MAXIMUM RATE" respectively mean, for each Lender,

the maximum non-usurious amount and the maximum non-usurious rate of interest

which, under applicable Law, such Lender is permitted to contract for, charge,

take, reserve, or receive on the Obligation.

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

thereto.

"MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Section

4001(a)(3) of ERISA or Section 414(f) of the Code to which Borrower or any of

its Subsidiaries, or any ERISA Affiliate of Borrower or any of its Subsidiaries

is making, has made, is accruing, or has accrued, an obligation to make

contributions or has, within any of the preceding five plan years, made or

accrued an obligation to make contributions.

"NBPC" means Northern Border Pipeline Company, a Texas general

partnership.

"NBPC LEVERAGE RATIO" means the ratio calculated in accordance with

Section 6.3.1 of that certain Credit Agreement, dated May 16, 2002, among NBPC,

Bank One, NA, as agent, and the lenders defined therein, as in effect on the

date of this Agreement, without regard to whether said credit agreement is

amended or ceases to be in effect after the date hereof.

"NET INCOME" means, for any Person and its consolidated Subsidiaries

and for any period, the profit or loss of such Person and its consolidated

Subsidiaries for such period after deducting all operating expenses, provision

for income taxes and reserves, and all other deductions calculated, in each

case, in accordance with GAAP, but excluding (a) extraordinary items, and (b)

the profit or loss of any Subsidiary accrued before the date that (i) it becomes

a Subsidiary of such Person, (ii) it is merged with such Person or any of its

Subsidiaries, or (iii) its assets are acquired by such Person of any of its

Subsidiaries.

"NORTHERN BORDER PARTNERSHIP AGREEMENT" means that certain General

Partnership Agreement relating to the formation of NBPC effective as of March 9,

1978 as heretofore amended, modified and supplemented and as such agreement may

hereafter from time to time be further amended, modified or supplemented.

"NORTHERN PLAINS" means Northern Plains Natural Gas Company, a Delaware

corporation.

"NORTHWEST BORDER" means Northwest Border Pipeline Company, a Delaware

corporation.

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"NOTE" means a promissory note of the Borrower payable to the order of

a requesting Lender in the principal amount of such Lender's Committed Sum,

substantially in the form of Exhibit A, and all renewals, extensions or

replacements of all or any part thereof.

"OBLIGATION" means all present and future indebtedness, liabilities,

and obligations, and all renewals and extensions thereof, or any part thereof,

now or hereafter owed to Administrative Agent, any Lender, or any Affiliate of

any Lender by any Loan Party or any Subsidiary thereof arising from, by virtue

of, or pursuant to any Loan Document, together with all interest accruing

thereon, fees, costs, and expenses (including, without limitation, all

attorneys' fees and expenses incurred in the enforcement or collection thereof)

payable under the Loan Documents.

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

"PARTICIPANT" is defined in Section 14.13(e).

"PARTNERSHIP AGREEMENT" means the Amended and Restated Agreement of

Limited Partnership of Northern Border Partners, L.P., dated as of October 1,

1993 as the same may have been or may hereafter be amended, supplemented,

restated or otherwise modified from time to time.

"PBGC" means the Pension Benefit Guaranty Corporation, or any successor

thereof, established pursuant to ERISA.

"PERMITTED LIENS" means Liens permitted under Section 10.2 as described

in such Section.

"PERSON" means any individual, partnership, firm, corporation,

association, joint venture, limited liability company, trust or other entity, or

any Governmental Authority.

"POTENTIAL DEFAULT" means the occurrence of any event or existence of

any circumstance which, with the giving of notice or lapse of time or both,

would become a Default.

"PRIME RATE" means the per annum rate of interest established from time

to time by SunTrust Bank, as its prime rate, which rate may or may not be the

lowest rate of interest charged by SunTrust Bank to its customers.

"PRINCIPAL DEBT" means, on any date of determination, the aggregate

unpaid principal balance of all Borrowings under the Facility, together with the

aggregate unpaid reimbursement obligations of Borrower in respect of drawings

under any LC.

"PRO RATA" or "PRO RATA PART," for each Lender, means on any date of

determination (a) for purposes of sharing any amount or fee payable to any

Lender in respect of the Facility or the LC Subfacility (as the case may be) the

proportion which the portion of the Principal Debt for the Facility or LC

Subfacility owed to such Lender (whether held directly or through a

participation in respect of the LC Subfacility and determined after giving

effect thereto) bears to the Principal Debt under the Facility or LC Subfacility

(as the case may be) owed to all Lenders at the time in question, and (b) for

all other purposes, the proportion which the portion of the Principal Debt owed

to such Lender bears to the Principal Debt owed to all Lenders at the time in

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question, or if no Principal Debt is outstanding, then the proportion that the

aggregate of such Lender's Committed Sum then in effect under the Facility and

LC Subfacility bears to the Commitment then in effect.

"REGISTER" is defined in Section 14.13(c).

"REGULATION T" means Regulation T of the Board of Governors of the

Federal Reserve System, as amended.

"REGULATION U" means Regulation U of the Board of Governors of the

Federal Reserve System, as amended.

"REGULATION X" means Regulation X of the Board of Governors of the

Federal Reserve System, as amended.

"RELEASE" means any spilling, leaking, pumping, pouring, emitting,

emptying, discharging, injecting, escaping, leaching, dumping, disposal,

deposit, dispersal, migrating, or other movement into the air, ground, or

surface water, or soil.

"REPORTABLE EVENT" shall have the meaning specified in Section 4043 of

ERISA or the regulations issued thereunder in connection with an Employee Plan,

excluding events for which the notice requirement is waived under applicable

PBGC regulations other than those events described in Sections 4043.21, 4043.24,

and 4043.28 of such regulations, including each such provision as it may

subsequently be renumbered.

"REPORTING ENTITIES" is defined in Section 8.6.

"REPRESENTATIVES" means representatives, officers, directors,

employees, attorneys, and agents of a Person.

"REQUIRED LENDERS" means (a) on any date of determination on and after

the Closing Date and prior to the initial Borrowing Date under the Loan

Documents, those Lenders holding 51% or more of the Commitment; (b) on any date

of determination on and after the initial Borrowing Date under the Loan

Documents and prior to the Termination Date for the Facility, those Lenders

holding 51% of the Commitment; and (c) on any date of determination on or after

the Termination Date for the Facility, those Lenders holding 51% or more of the

Principal Debt.

"RESPONSIBLE OFFICER" means the chief executive officer, chief

financial officer, senior vice president, or treasurer of Borrower, or, for all

purposes under the Loan Documents, any other officer designated from time to

time by the Partnership Policy Committee of Borrower, which designated officer

is acceptable to Administrative Agent.

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

"ROLLING PERIOD" means, on any date of determination, the most recent

four fiscal quarters ended on March 31, June 30, September 30, or December 31

(as the case may be).

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"S&P" means Standard and Poor's Rating Services, a division of

McGraw-Hill Companies, Inc.

"SCHEDULE" means, unless specified otherwise, a schedule attached to

this Agreement, as the same maybe supplemented and modified from time to time in

accordance with the terms of the Loan Documents.

"SENIOR NOTE INDENTURES" means the 2010 Senior Note Indenture and/or

the 2011 Senior Note Indenture, as the case may be.

"SENIOR NOTES" means the 2010 Senior Notes and/or the 2011 Senior

Notes, as the case may be.

"SUBSIDIARY" of any Person means (a) any entity of which an aggregate

of more than 50% (in number of votes) of the stock is owned of record or

beneficially, directly or indirectly, by such Person, or (b) any partnership

(limited or general) of which such Person shall, directly or indirectly, at any

time be the controlling general partner determined in accordance with GAAP or

own fifty percent (50%) or more of the issued and outstanding partnership

interests.

"TAXES" means, for any Person, taxes, assessments, or other

governmental charges or levies imposed upon such Person, its income, or any of

its properties, franchises, or assets.

"TERMINATION DATE" means, the earlier of (i) November 24, 2007, and

(ii) the effective date of any other termination, cancellation, or acceleration

of all commitments to lend under the Facility.

"TYPE" means any type of Borrowing determined with respect to the

interest option applicable thereto.

"VIKING" means Viking Gas Transmission Company, a Delaware corporation.

"VIKING INDENTURE" means that certain Indenture, Assignment and

Security Agreement, dated as of November 1, 1993, between Viking as Issuer and

Norwest Bank Minnesota, National Association as Trustee, as amended by

Supplemental Indenture No. 1, dated as of November 1, 1996, as amended by

Supplemental Indenture No. 2, dated as of December 20, 1996, as amended by

Supplemental Indenture No. 3, dated as of October 15, 1997, as amended by

Supplemental Indenture No. 4, dated as of October 27, 1999 as amended from time

to time, provided that the effect of such amendment shall not be to (a) increase

the principal amount of, or the rate of interest on, Debt authorized thereunder;

(b) change the dates upon which payments of principal or interest are due on any

Debt authorized thereunder other than to postpone such dates; (c) change or add

any covenant, default or event of default therein, other than to make any such

covenant, default or event of default provision less restrictive; (d) change the

redemption or prepayment provisions relating to Debt authorized thereunder,

other than to waive such provisions or to reduce the amounts payable thereunder;

(e) grant any additional security or collateral to secure payment of Debt

authorized thereunder; or (f) change or amend any other term if such change or

amendment would materially increase the obligations of Viking thereunder or

confer additional material rights on the holder of any Debt issued thereunder in

a manner adverse to Lenders.

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"VOTING STOCK" means securities (as such term is defined in Section

2(1) of the Securities Act of 1933, as amended) of any class or classes, the

holders of which are ordinarily, in the absence of contingencies, entitled to

elect a majority of the corporate directors (or Persons performing similar

functions).

SECTION 1.2 NUMBER AND GENDER OF WORDS; OTHER REFERENCES.

Unless otherwise specified in the Loan Documents, (a) where

appropriate, the singular includes the plural and vice versa, and words of any

gender include each other gender, (b) heading and caption references may not be

construed in interpreting provisions, (c) monetary references are to currency of

the United States of America, (d) section, paragraph, annex, schedule, exhibit,

and similar references are to the particular Loan Document in which they are

used, (e) references to "telecopy," "facsimile," "fax," or similar terms are to

facsimile or telecopy transmissions, (f) references to "including" mean

including without limiting the generality of any description preceding that

word, (g) the rule of construction that references to general items that follow

references to specific items are limited to the same type or character of those

specific items is not applicable in the Loan Documents, (h) references to any

Person include that Person's heirs, personal representatives, successors,

trustees, receivers, and permitted assigns, (i) references to any Law include

every amendment or supplement to it, rule and regulation adopted under it, and

successor or replacement for it, and (j) references to any Loan Document or

other document include every renewal and extension of it, amendment and

supplement to it, and restatement, replacement or substitution for it.

SECTION 1.3 ACCOUNTING PRINCIPLES.

All accounting and financial terms used in the Loan Documents and the

compliance with each financial covenant therein shall be determined in

accordance with GAAP, and, all accounting principles shall be applied on a

consistent basis so that the accounting principles in a current period are

comparable in all material respects to those applied during the preceding

comparable period.

ARTICLE II

BORROWING PROVISIONS

SECTION 2.1 FACILITY.

Each Lender severally, but not jointly, agrees to lend to Borrower such

Lender's Commitment Percentage of one or more Borrowings under the Facility not

to exceed such Lender's Committed Sum under the Facility, which Borrowings may

be repaid and reborrowed from time to time in accordance with the terms and

provisions of the Loan Documents; provided that, (a) each such Borrowing must

occur on a Business Day and no later than the Business Day immediately preceding

the Termination Date for the Facility; (b) each such Borrowing shall be in an

amount not less than $5,000,000 or a greater integral multiple of $1,000,000;

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

the Commitment.

SECTION 2.2 LC SUBFACILITY.

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(a) CONDITIONS. Subject to the terms and conditions of this

Agreement and applicable Law, Administrative Agent agrees to issue LCs

(denominated in Dollars) upon Borrower's application therefor by delivering to

Administrative Agent a properly completed LC Request and an LC Agreement with

respect thereto no later than 11:00 a.m. Atlanta, Georgia time three Business

Days before such LC is to be issued; provided that, (i) on any date of

determination and after giving effect to any LC to be issued on such date, the

Commitment Usage shall never exceed the Commitment then in effect, (ii) on any

date of determination and after giving effect to any LC to be issued on such

date, the LC Exposure shall never exceed $50,000,000 (as such commitment under

the LC Subfacility may be reduced or canceled as herein provided), (iii) at the

time of issuance of such LC, no Default or Potential Default shall have occurred

and be continuing and the conditions precedent set forth in Section 7.2 shall

have been satisfied or waived in accordance herewith and (iv) each LC must

expire no later than the earlier of the 30th day prior to the Termination Date

or one year from its issuance.

(b) PARTICIPATIONS. Immediately upon the issuance by

Administrative Agent of any LC, Administrative Agent shall be deemed to have

sold and transferred to each other Lender, and each other such Lender shall be

deemed irrevocably and unconditionally to have purchased and received from

Administrative Agent, without recourse or warranty, an undivided interest and

participation, to the extent of such Lender's Commitment Percentage (based upon

the Facility), in such LC, the LC Agreement related thereto, and all Rights of

Administrative Agent in respect thereof (other than Rights to receive certain

fees provided for in Section 5.4(b)).

issue and maintain LCs and to induce Lenders to participate in issued LCs,

Borrower agrees to pay or reimburse Administrative Agent (i) on the date on

which any draft is presented under any LC, the amount of any draft paid or to be

paid by Administrative Agent and (ii) promptly, upon demand, the amount of any

fees (in addition to the fees described in Article 5) which Administrative Agent

customarily charges to a Person similarly situated in the ordinary course of its

business for amending LC Agreements, for honoring drafts under letters of

credit, and taking similar action in connection with letters of credit. If

Borrower has not reimbursed Administrative Agent for any drafts paid or to be

paid within 24 hours of demand therefor by Administrative Agent, Administrative

Agent is hereby irrevocably authorized to fund such reimbursement obligations as

a Base Rate Borrowing under the Facility to the extent of availability under the

Facility and if the conditions precedent in this Agreement for such a Borrowing

(other than any notice requirements or minimum funding amounts) have, to

Administrative Agent's knowledge, been satisfied. The proceeds of such Borrowing

under the Facility shall be advanced directly to Administrative Agent in payment

of Borrower's unpaid reimbursement obligation. If for any reason, funds cannot

be advanced under the Facility, then Borrower's reimbursement obligation shall

continue to be due and payable. Borrower's obligations under this Section 2.2(c)

shall be absolute and unconditional under any and all circumstances and

irrespective of any setoff, counterclaim, or defense to payment which Borrower

may have at any time against Administrative Agent or any other Person. From the

date that Administrative Agent pays a draft under an LC until the related

reimbursement obligation of Borrower is paid or funded by proceeds of a

Borrowing, (x) unpaid reimbursement obligations which are funded pursuant to a

Base Rate Borrowing shall accrue interest at the rate then applicable to Base

Rate Borrowings, and (y) unpaid reimbursement obligations which are

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not so funded shall accrue interest at the Default Rate, which accrued interest

shall be payable on demand.

(d) GENERAL. Administrative Agent shall promptly notify Borrower

of the date and amount of any draft presented for honor under any LC (but

failure to give any such notice shall not affect Borrower's obligations under

this Agreement). Administrative Agent shall pay the requested amount upon

presentment of a draft for honor unless such presentment on its face does not

comply with the terms of the applicable LC. When making payment, Administrative

Agent may disregard (i) any default or potential default that exists under any

other agreement and (ii) the obligations under any other agreement that have or

have not been performed by the beneficiary or any other Person (and

Administrative Agent shall not be liable for any obligation of any Person

thereunder). Borrower's reimbursement obligations to Administrative Agent and

Lenders, and each Lender's obligations to Administrative Agent, under this

Section 2.2 are absolute and unconditional irrespective of, and Administrative

Agent is not responsible for, (i) the validity, enforceability, sufficiency,

accuracy, or genuineness of documents or endorsements which appear appropriate

on their face (even if they are in any respect invalid, unenforceable,

insufficient, inaccurate, fraudulent, or forged), (ii) any dispute by Borrower

or any of its Subsidiaries with Borrower's or any of its Subsidiaries' claims,

setoffs, defenses, counterclaims, or other Rights against Administrative Lender,

any Lender, or any other Person, or (iii) the occurrence of any Potential

Default or Default. However, nothing in this Section 2.2 constitutes a waiver of

the Rights of Borrower or any Lender to assert any claim or defense based upon

the gross negligence or willful misconduct of Administrative Agent. To the

extent any Lender has funded its ratable share of any draft under an LC, then

Administrative Agent shall promptly distribute reimbursement payments received

from Borrower to such Lender according to its ratable share. In the event any

payment by Borrower received by Administrative Agent with respect to an LC and

distributed to Lenders on account of their participations therein is thereafter

set aside, avoided, or recovered from Administrative Agent in connection with

any receivership, liquidation, or bankruptcy proceeding, each Lender which

received such distribution shall, upon demand by Administrative Agent,

contribute such Lender's ratable portion of the amount set aside, avoided, or

recovered, together with interest at the rate required to be paid by

Administrative Agent upon the amount required to be repaid by it.

(e) OBLIGATION OF LENDERS. If Borrower fails to reimburse

Administrative Agent as provided in Section 2.2(c) within twenty-four (24) hours

of the demand therefor by Administrative Agent and funds cannot be advanced

under the Facility to satisfy the reimbursement obligations, then Administrative

Agent shall promptly notify each Lender of Borrower's failure, of the date and

amount of the draft paid, and of such Lender's Commitment Percentage thereof.

Each Lender shall promptly and unconditionally fund its participation interest

in such unreimbursed draft by making available to Administrative Agent in

immediately available funds such Lender's Commitment Percentage (based upon the

Facility) of the unreimbursed draft. Funds are due and payable to Administrative

Agent on or before the close of business on the Business Day when Administrative

Agent gives notice to each Lender of Borrower's reimbursement failure (if given

prior to 2:00 p.m., Atlanta, Georgia time) or on the next succeeding Business

Day (if notice was given after 2:00 p.m., Atlanta, Georgia time). All amounts

payable by any Lender shall accrue interest at the Federal Funds Rate from the

day the applicable draft is paid by Administrative Agent to (but not including)

the date the amount is paid by Lender to Administrative Agent.

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(f) DUTIES OF ADMINISTRATIVE AGENT AS ISSUING LENDER.

Administrative Agent agrees with each Lender that it will exercise and give the

same care and attention to each LC as it gives to its other letters of credit.

Administrative Agent's sole liability to each Lender with respect to such LCs

(other than liability arising from the gross negligence or willful misconduct of

Administrative Agent) shall be to distribute promptly to each Lender who has

acquired a participating interest therein such Lender's ratable portion of any

payments made to Administrative Agent by Borrower pursuant to Section 2.2(d).

Each Lender and Borrower agree that, in paying any draw under any LC,

Administrative Agent shall not have any responsibility to obtain any document

(other than any documents required by the respective LC) or to ascertain or

inquire as to any document's validity, enforceability, sufficiency, accuracy, or

genuineness or the authority of any Person delivering any such document.

Administrative Agent, Lenders, and their respective Representatives shall not be

liable to any other Lender or Borrower or any of its Subsidiaries for any LCs

use or for any beneficiary's acts or omissions.

(g) CASH COLLATERAL. On the Termination Date for the Facility, or

on any date that the LC Exposure exceeds the then-effective commitment under the

LC Subfacility, or upon any demand by Administrative Agent upon the occurrence

and during the continuance of a Default, Borrower shall provide to

Administrative Agent, for the benefit of Lenders, (i) cash collateral in Dollars

in an amount equal to 110% of the LC Exposure existing on such date, such cash

and all interest thereon shall constitute cash collateral for all LCs, and (ii)

such additional cash collateral as Administrative Agent may from time to time

require, so that the cash collateral amount shall at all times equal or exceed

110% the LC Exposure. Any cash collateral deposited under this clause (g), and

all interest earned thereon, shall be deposited into a Letter of Credit Cash

Collateral Account.

(h) LETTER OF CREDIT CASH COLLATERAL ACCOUNT.

(i) Borrower hereby pledges and grants a security

interest in and lien on the Letter of Credit Cash Collateral Account

and all funds, cash and instruments at any time on deposit or held

therein to the Administrative Agent for and on behalf of Lenders as

security for the Obligation. The Letter of Credit Cash Collateral

Account shall be under the exclusive dominion and control of the

Administrative Agent. The Administrative Agent may, at any time during

the continuation of a Default without notice to Borrower, apply funds

then held in the Letter of Credit Cash Collateral Account to the

payment of the Obligation in respect of LCs (and, if no LCs are

outstanding or the face amount thereof is less than the amount on

deposit in the Cash Collateral Account, to other amounts owed under

this Agreement).

(ii) The rate of interest earned on the Letter of Credit

Cash Collateral Account shall be comparable to the rates paid by

Administrative Agent on other similar accounts as in effect time to

time; provided, however, that Administrative Agent shall not be

obligated to pay interest on said account during the continuation of a

Default.

(iii) There shall be no release to Borrower of funds from

the Letter of Credit Cash Collateral Account at any time during the

continuance of a Potential Default or a Default.

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(iv) Borrower agrees to pay to SunTrust Bank all customary

fees, costs and expenses which SunTrust Bank incurs in connection with

opening and maintaining the Letter of Credit Cash Collateral Account.

(i) INDEMNIFICATION. BORROWER SHALL PROTECT, INDEMNIFY, PAY, AND

SAVE ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM AND AGAINST ANY AND ALL

CLAIMS, DEMANDS, LIABILITIES, DAMAGES, OR LOSSES OF, OR OWED TO THIRD PARTIES

(INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF ADMINISTRATIVE

AGENT, LENDERS, OR THEIR RESPECTIVE REPRESENTATIVES), AND ANY AND ALL RELATED

COSTS, CHARGES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), WHICH

ADMINISTRATIVE AGENT, OR ANY LENDER MAY INCUR OR BE SUBJECT TO AS A CONSEQUENCE,

DIRECT OR INDIRECT, OF (A) THE ISSUANCE OF ANY LC, (B) ANY DISPUTE ABOUT AN LC,

OR (C) THE FAILURE OF ADMINISTRATIVE AGENT TO HONOR A DRAFT UNDER SUCH LC AS A

RESULT OF ANY ACT OR OMISSION (WHETHER RIGHT OR WRONG) OF ANY PRESENT OR FUTURE

GOVERNMENTAL AUTHORITY. HOWEVER, NO PERSON IS ENTITLED TO INDEMNITY HEREUNDER

FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE FOREGOING INDEMNITY

PROVISIONS SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND

TERMINATION OF THIS AGREEMENT.

(j) LC AGREEMENTS. Although referenced in any LC, terms of any

particular agreement or other obligation to the beneficiary are not incorporated

into this Agreement in any manner. The fees and other amounts payable with

respect to each LC are as provided in this Agreement, drafts under any LC shall

be deemed part of the Obligation, and in the event of any conflict between the

terms of this Agreement and any LC Agreement, the terms of this Agreement shall

be controlling.

SECTION 2.3 TERMINATIONS OR REDUCTIONS OF COMMITMENTS.

(a) VOLUNTARY COMMITMENT REDUCTION. Without premium or penalty,

and upon giving not less than three Business Days prior written and irrevocable

notice to Administrative Agent, Borrower may terminate in whole or in part the

unused portion of the Commitment, or the commitment under the LC Subfacility;

provided that: (i) each partial termination of the Commitment shall be in an

amount of not less than $5,000,000 or a greater integral multiple of $1,000,000;

each partial termination of the commitment under the LC Subfacility shall be in

an amount of not less than $1,000,000 or a greater integral multiple of

$500,000; and (ii) on any date of determination, the amount of the Commitment

may not be reduced below the Commitment Usage, and the commitment under the LC

Subfacility shall not be reduced below the LC Exposure. At the time of any

commitment termination under this Section 2.3, Borrower shall pay to

Administrative Agent, for the account of each Lender any amounts that may then

be due under Section 3.3(c), all accrued and unpaid fees then due and payable

under this Agreement, the interest attributable to the amount of that reduction,

and any related Consequential Loss. Any part of the Commitment or the commitment

under the LC Subfacility that is terminated may not be reinstated.

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(b) ADDITIONAL REDUCTIONS. The commitment under the LC Subfacility

shall be reduced from time to time on the date of any mandatory or voluntary

reduction of the Commitment by the amount, if any, by which such LC Subfacility

exceeds the Commitment after giving effect to such reduction of the Commitment.

the Commitment under this Section 2.3 shall be allocated among Lenders in

accordance with their respective Commitment Percentages under the Facility.

SECTION 2.4 BORROWING PROCEDURE.

The following procedures apply to all Borrowings:

(a) BORROWING REQUEST. Borrower may request a Borrowing by making

or delivering a Borrowing Notice to Administrative Agent requesting that Lenders

fund a Borrowing on a certain date (the "BORROWING DATE"), which Borrowing

Notice (i) shall be irrevocable and binding on Borrower, (ii) shall specify the

Facility or LC Subfacility, (iii) shall specify the Borrowing Date, amount,

Type, and (for a Borrowing comprised of Eurodollar Rate Borrowings) Interest

Period, and (iv) must be received by Administrative Agent no later than 11:00

a.m. Atlanta, Georgia time on the third Business Day preceding the Borrowing

Date for any Eurodollar Rate Borrowing or on the requested Borrowing Date (which

shall be a Business Day for any Base Rate Borrowing. Administrative Agent shall

timely notify each Lender with respect to each Borrowing Notice.

(b) FUNDING. Each Lender shall remit its Commitment Percentage for

the Facility of each requested Borrowing to Administrative Agent's office in

Atlanta, Georgia, in funds which are or will be available for immediate use by

Administrative Agent by 2:00 p.m. Atlanta, Georgia time on the applicable

Borrowing Date. Subject to receipt of such funds, Administrative Agent shall

(unless to its actual knowledge any of the conditions precedent therefor have

not been satisfied by Borrower or waived by the requisite Lenders under Section

14.11) make such funds available to Borrower by causing such funds to be

deposited to Borrower's account as designated to Administrative Agent by

Borrower.

Administrative Agent may assume that each Lender has made its Commitment

Percentage of the requested Borrowing available to Administrative Agent on the

applicable Borrowing Date, and Administrative Agent may, in reliance upon such

assumption (but shall not be required to), make available to Borrower a

corresponding amount. If a Lender fails to make its Commitment Percentage of any

requested Borrowing available to Administrative Agent on the applicable

Borrowing Date, Administrative Agent may recover the applicable amount on

demand, (i) from that Lender together with interest, commencing on the Borrowing

Date and ending on (but excluding) the date Administrative Agent recovers the

amount from that Lender, at an annual interest rate equal to the Federal Funds

Rate, or (ii) if that Lender fails to pay its amount upon demand, then from

Borrower. No Lender is responsible for the failure of any other Lender to make

its Commitment Percentage of any Borrowing available as required by Section

2.4(b); however, failure of any Lender to make its Commitment Percentage of any

Borrowing so

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available does not excuse any other Lender from making its Commitment Percentage

of any Borrowing so available.

SECTION 2.5 RESERVED.

SECTION 2.6 INCREASE OF COMMITMENTS; ADDITIONAL LENDERS.

(a) So long as no Potential Default or Default has occurred and is

continuing, from time to time after the Closing Date, Borrower may, upon at

least 30 days' written notice to the Administrative Agent, who shall promptly

notify each Lender of such notice, propose to increase the Commitment by

$25,000,000 to a maximum amount not to exceed $300,000,000 (the amount of any

such increase, the "Additional Commitment Amount"). Each Lender shall have the

right for a period of 15 days following receipt of such notice, to elect by

written notice to Borrower and the Administrative Agent to increase its

Committed Sum by a principal amount equal to its Commitment Percentage of the

Additional Commitment Amount. No Lender (or any successor thereto) shall have

any obligation to increase its Committed Sum or its other obligations under this

Agreement and the other Loan Documents, and any decision by a Lender to increase

its Committed Sum shall be made in its sole discretion independently from any

other Lender.

(b) If any Lender shall not elect to increase its Committed Sum

pursuant to subsection (a) of this Section, Borrower may designate another bank

or other financial institution (which may be, but need not be, one or more of

the existing Lenders) which at the time agrees to, in the case of any such

Person that is an existing Lender, increase its Committed Sum and in the case of

any other such Person (an "Additional Lender"), become a party to this

Agreement; provided, however, that any new bank or financial institution must be

acceptable to the Administrative Agent, which acceptance will not be

unreasonably withheld or delayed. The sum of the increases in the Committed Sums

of the existing Lenders pursuant to this subsection (b) plus the Committed Sums

of the Additional Lenders shall not in the aggregate exceed the unsubscribed

amount of the Additional Commitment Amount.

shall become effective upon the receipt by the Administrative Agent of an

agreement in form and substance satisfactory to the Administrative Agent signed

by Borrower, by each Additional Lender and by each other Lender whose Committed

Sum is to be increased, setting forth the new Committed Sums of such Lenders and

Additional Lenders and setting forth the agreement of each Additional Lender to

become a party to this Agreement and to be bound by all the terms and provisions

hereof, together with such evidence of appropriate partnership authorization on

the part of Borrower with respect to the increase in the Commitment and such

opinions of counsel for Borrower with respect to the increase in the Commitment

as the Administrative Agent may reasonably request.

(d) Upon the acceptance of any such agreement by the

Administrative Agent, the Commitment shall automatically be increased by the

amount of the Committed Sums added through such agreement and Schedule 2.1 shall

automatically be deemed amended to reflect the Committed Sums of all Lenders

after giving effect to the addition of such Committed Sums.

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(e) Upon any increase in the Commitment pursuant to this Section

2.6 that is not pro rata among all Lenders, (x) within five Business Days, in

the case of any Base Rate Borrowing then outstanding, and at the end of the then

current Interest Period with respect thereto, in the case of any Eurodollar Rate

Borrowing then outstanding, Borrower shall prepay such Borrowings in their

entirety and, to the extent Borrower elects to do so and subject to the

conditions specified in Article VII, Borrower shall reborrow Borrowings from

Lenders in proportion to their respective Commitment Percentage after giving

effect to such increase, until such time as all outstanding Borrowings are held

by Lenders in such proportion and (y) effective upon such increase, the amount

of the participations held by each Lender in each LC then outstanding shall be

adjusted such that, after giving effect to such adjustments, Lenders shall hold

participations in each such LC in the proportion its Commitment Percentage after

giving effect to such increase.

ARTICLE III

TERMS OF PAYMENT

SECTION 3.1 LOAN ACCOUNTS, NOTES, AND PAYMENTS.

(a) LOAN ACCOUNTS. The Principal Debt owed to each Lender shall be

evidenced by one or more loan accounts or records maintained by such Lender in

the ordinary course of business. The loan accounts or records maintained by

Administrative Agent (including, without limitation, the Register) and each

Lender shall be prima facie evidence absent manifest error of the amount of the

Borrowings made by Borrower from each Lender under this Agreement (and the LC

Subfacility hereunder) and the interest and principal payments thereon. Any

failure to so record or any error in doing so shall not, however, limit or

otherwise affect the obligation of Borrower under the Loan Documents to pay any

amount owing with respect to the Obligation.

(b) NOTES. Upon the request of any Lender, made through

Administrative Agent, the Commitment amount of such Lender may be evidenced by a

Note.

amounts to be made by Borrower under this Agreement and the other Loan Documents

shall be made to Administrative Agent at its office in Atlanta, Georgia in

Dollars and in funds which are or will be available for immediate use by

Administrative Agent by 1:00 p.m., Atlanta, Georgia time on the day due, without

setoff, deduction, or counterclaim. Payments made after 1:00 p.m., Atlanta,

Georgia, time shall be deemed made on the Business Day next following.

Administrative Agent shall pay to each Lender any payment of principal,

interest, or other amount to which such Lender is entitled hereunder on the same

day Administrative Agent shall have received the same from Borrower; provided

such payment is received by Administrative Agent prior to 1:00 p.m., Atlanta,

Georgia time, and otherwise before 1:00 p.m., Atlanta, Georgia time on the

Business Day next following.

(d) PAYMENT ASSUMED. Unless Administrative Agent has received

notice from Borrower prior to the date on which any payment is due under this

Agreement that Borrower will not make that payment in full, Administrative Agent

may assume that Borrower has made the full payment due and Administrative Agent

may, in reliance upon that assumption, cause to be

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distributed to the appropriate Lender on that date the amount then due to such

Lenders. If and to the extent Borrower does not make the full payment due to

Administrative Agent, each Lender shall repay to Administrative Agent on demand

the amount distributed to that Lender by Administrative Agent together with

interest for each day from the date that Lender received payment from

Administrative Agent until the date that Lender repays Administrative Agent

(unless such repayment is made on the same day as such distribution), at an

annual interest rate equal to the Federal Funds Rate.

SECTION 3.2 INTEREST AND PRINCIPAL PAYMENTS.

(a) INTEREST. Accrued interest on each Eurodollar Rate Borrowing

is due and payable on the last day of its respective Interest Period and on the

Termination Date for the Facility; provided that, if any Interest Period is

greater than three months, then accrued interest is also due and payable on the

three month anniversary of the date on which such Interest Period commences and

on each three month anniversary thereafter, as well as on the last day of such

Interest Period. Accrued interest on each Base Rate Borrowing shall be due and

payable on each March 31, June 30, September 30, and December 31, and on the

Termination Date for the Facility. Notwithstanding the foregoing, interest

accrued at the Default Rate shall be due and payable on demand.

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

Termination Date.

SECTION 3.3 PREPAYMENTS.

(a) OPTIONAL PREPAYMENTS. Except as set forth herein, after giving

Administrative Agent advance written notice of the intent to prepay, Borrower

may voluntarily prepay all or any part of the Principal Debt, from time to time

and at any time, in whole or in part, without premium or penalty; provided that:

(i) such notice must be received by Administrative Agent by 1:00 p.m., Atlanta,

Georgia time, on or before the date of prepayment of any Borrowing; (ii) each

such partial prepayment must be in a minimum amount of at least $5,000,000 or a

greater integral multiple of $1,000,000 thereof or such lesser amount as may be

outstanding under the Facility; (iii) any Eurodollar Rate Borrowing may only be

prepaid at the end of an applicable Interest Period (unless Borrower pays the

amount of any Consequential Loss); and (iv) Borrower shall pay any related

Consequential Loss within ten (10) days after demand therefor. Conversions under

Section 3.11 are not prepayments. Each notice of prepayment shall specify the

prepayment date, the applicable loan hereunder of Principal Debt being prepaid,

and the Type of Borrowing(s) and amount(s) of such Borrowing(s) to be prepaid

and shall constitute a binding obligation of Borrower to make a prepayment on

the date stated therein, together with (unless such prepayment is made with

respect to a Base Rate Borrowing) accrued and unpaid interest to the date of

such payment on the aggregate principal amount prepaid. Any voluntary prepayment

of the Principal Debt shall be applied to the Principal Debt and shall be

allocated Pro Rata to each Lender. Unless a Default or Potential Default has

occurred and is continuing (or would arise as a result thereof), any payment or

prepayment of the Principal Debt may be reborrowed by Borrower, subject to the

terms and conditions of the Loan Documents.

(b) MANDATORY PAYMENTS/REDUCTIONS. On any date of determination if

the Commitment Usage exceeds the Commitment then in effect, then Borrower shall

make a

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mandatory prepayment of the Principal Debt, in at least the amount of such

excess, together with (x) all accrued and unpaid interest on the principal

amount so prepaid and (y) any Consequential Loss arising as a result thereof;

provided that, on any such reduction date, if no Principal Debt is then

outstanding, but the LC Exposure exceeds the Commitment, then Borrower shall

provide to Administrative Agent, for the benefit of Lenders, cash collateral in

Dollars for deposit into the Letter of Credit Cash Collateral Account in an

amount at least equal to 110% such excess. All mandatory prepayments or

commitment reductions under the Facility hereunder shall be allocated among

Lenders in accordance with their respective Commitment Percentages under the

Facility.

prepayments under this Section 3.3 shall be made, together with accrued interest

to the date of such prepayment on the principal amount prepaid, together with

any Consequential Loss arising as a result thereof.

SECTION 3.4 INTEREST OPTIONS.

Except that the Eurodollar Rate may not be selected when a Default or

Potential Default exists and except as otherwise provided in this Agreement,

Borrowings bear interest at a rate per annum equal to the lesser of (a) as to

the re

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