Common use of No General Partner’s Liability Clause in Contracts

No General Partner’s Liability. The Administrative Agent and Lenders agree for themselves and their respective successors, participants and assigns, including any subsequent holder of any Note, that any claim against Borrower which may arise under any Loan Document shall be made only against and shall be limited to the assets of Borrower, except to the extent Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of its Guaranty, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against any General Partner or its assets for the purpose of obtaining satisfaction and payment of such Note, the Debt evidenced thereby, any other Obligation or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partners individually or their respective Representatives or assets being hereby expressly waived, renounced and remitted by the Administrative Agent and Lenders for themselves and their respective successors, participants and assigns. Nothing in this Section 14.16, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon any General Partner for the purpose of obtaining jurisdiction over Borrower. NORTHERN BORDER PARTNERS, L.P. By /s/ Xxxxx X. Xxxxxx ------------------------------------------ Name: Xxxxx X .Xxxxxx Title: Chief Financial and Accounting Officer Address for Notices: Xx. Xxxxx X. Peters Chief Financial and Accounting Officer Northern Border Partners, L.P. 00000 XXX Xxxxxxx Xxxxx, XX 00000 Telephone: 000-000-0000 Telecopy: 000-000-0000 with a copy to: Ms. Xxxxx Place Vice President and General Counsel Northern Plains Natural Gas Company 00000 XXX Xxxxxxx Xxxxx, XX 00000 Telephone: 000-000-0000 Telecopy: 000-000-0000 [SIGNATURE PAGE TO CREDIT AGREEMENT] SUNTRUST BANK, as Administrative Agent and Lender By /s/ Xxxx Xxxxxxxx Xxxx ------------------------------------------ Name: Xxxx Xxxxxxxx Xxxx Title: Vice President Commitment: $40,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BMO XXXXXXX XXXXX FINANCING, INC., as a Lender By /s/ Xxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxx Xxxxxxxx Title: Managing Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By /s/ Xxxxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxx Title: Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] CITIBANK, N.A., as a Lender By /s/ Xxx X. Xxxxx ------------------------------------------ Name: Xxx X. Xxxxx Title: Attorney-In-Fact Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BARCLAYS BANK PLC, as a Lender By /s/ Xxxxxxxx X. Xxxx ------------------------------------------ Name: Xxxxxxxx X. Xxxx Title: Director Loan Transaction Management Commitment: $28,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] MIZUHO CORPORATE BANK, LTD. , as a Lender By /s/ Jun Shimmachi ------------------------------------------ Name: Jun Shimmachi Title: Vice President Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] ROYAL BANK OF CANADA, as a Lender By /s/ Xxx X. Xxxxxxxxxx ------------------------------------------ Name: Xxx X. Xxxxxxxxxx Title: Attorney-In-Fact Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] UBS LOAN FINANCE LLC as a Lender By /s/ Xxxxxxx Xxxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxxx Title: Associate Director By /s/ Xxxxxxx Xxxxx XxXxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxx-XxXxxxxxx Title: Associate Director Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] [SIGNATURE PAGE TO CREDIT AGREEMENT] XXXXX FARGO BANK, N.A., as a Lender By /s/ Art Xxxxxx ------------------------------------------ Name: Art Xxxxxx Title: Relationship Manager Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BANK ONE, N.A., as a Lender By _________________________________________ Name: Title: Commitment: $20,000,000

No General Partner’s Liability. The Administrative Agent and Lenders agree for themselves and their respective successorsthat no claim arising against either UCLP, participants and assigns, including the Borrower or any subsequent holder of any Note, that any claim against Borrower which may arise Restricted Subsidiary under any Loan Document shall be made only asserted against the General Partner (in its individual capacity) and shall be limited to the assets of Borrower, except to the extent Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of its Guaranty, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note Agreement or any of the other Loan Documents shall be obtained or enforced against any the General Partner (in its individual capacity) or its assets for the purpose of obtaining satisfaction and payment of such Note, the Debt evidenced thereby, any other Obligation Indebtedness or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partners Partner individually or their its respective Representatives or assets being hereby expressly waived, renounced and remitted waived by the Administrative Agent and Lenders for themselves and their respective successors, participants and assignsLenders. Nothing in this Section 14.1612.17, however, shall be construed so as to prevent the Administrative Agent, Agent or any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon any the General Partner for the purpose of (i) obtaining jurisdiction over BorrowerUCLP, the Borrower or any Restricted Subsidiary or (ii) obtaining judgment, order or execution against the General Partner arising out of any fraud or intentional misrepresentation by the General Partner in connection with the Loan Documents or of recovery of moneys received by the General Partner in violation of the terms of this Agreement. NORTHERN BORDER PARTNERSThe parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: UC OPERATING PARTNERSHIP, L.P. By /s/ Xxxxx X. Xxxxxx ------------------------------------------ By: UCLP OLP GP LLC, its general partner By: Name: Xxxxx X .Xxxxxx Dxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial and Accounting Officer Address for Notices: Xx. 4000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx X. Peters Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 GUARANTORS: UNIVERSAL COMPRESSION PARTNERS, L.P. By: UCO GENERAL PARTNER, LP, its general partner By: UCO GP, LLC, its general partner By: Name: Dxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Title: Address for Notices: 4000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Cxxxx X. Xxxxx Gardere Wxxxx Xxxxxx LLP 1000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 ADMINISTRATIVE AGENT AND LENDER: WACHOVIA BANK, NATIONAL ASSOCIATION, Individually and Accounting Officer Northern Border Partnersas Administrative Agent By: Name: Txxx Xxxxxxxxx Title: Vice President Lending Office for ABR Loans and Eurodollar Loans: 300 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, L.P. Xxxxx Xxxxxxxx 00000 XXX Telecopier No.: (000) 000-0000 Address for Notices: 300 Xxxxx Xxxxxxx XxxxxXxxxxx 00xx Xxxxx XX 0680 Cxxxxxxxx, XX Xxxxx Xxxxxxxx 00000 TelephoneAttention: Syndication Agency Services Telecopier No.: (000) 000-0000 With copy to: Wachovia Capital Markets, LLC 1000 Xxxxxx, Xxxxx 2255 Houston, Texas 77002 Attention: Dxxxx Xxxxxxxxx Telecopier No.: 700-000-0000 TelecopySYNDICATION AGENT AND LENDER: 000-000-0000 with a DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Syndication Agent By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Ms. Xxxxx Place Vice President and General Counsel Northern Plains Natural Gas Company 00000 XXX Xxxxxxx XxxxxAttention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: FORTIS CAPITAL, XX 00000 Telephone: 000-000-0000 Telecopy: 000-000-0000 [SIGNATURE PAGE TO CREDIT AGREEMENT] SUNTRUST BANKCORP., as Administrative Co-Documentation Agent and Lender By /s/ Xxxx Xxxxxxxx Xxxx ------------------------------------------ By: Name: Xxxx Xxxxxxxx Xxxx Title: Vice President CommitmentBy: $40,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BMO XXXXXXX XXXXX FINANCINGName: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: WXXXX FARGO BANK, INC.NATIONAL ASSOCIATION, as a Co-Documentation Agent and Lender By /s/ Xxxxx Xxxxxxxx ------------------------------------------ By: Name: Xxxxx Xxxxxxxx Title: Managing Director CommitmentLending Office for ABR Rate Loans and Eurodollar Loans: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: EXHIBIT A FORM OF NOTE $ , 2006 FOR VALUE RECEIVED, UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to (the “Lender”) or registered assigns, at the principal office of WACHOVIA BANK, NATIONAL ASSOCIATION, as a the Administrative Agent (the “Administrative Agent”), at 300 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, the principal sum of US Dollars ($ ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the [Revolving/Term] Loans made by the Lender By /s/ Xxxxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxx Title: Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] CITIBANK, N.A.to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such [Revolving/Term] Loan, at such office, in like money and funds, for the period commencing on the date of such [Revolving/Term] Loan until such [Revolving/Term] Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each [Revolving/Term] Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedules attached hereto or any continuation thereof. This Note is one of the Notes referred to in the Senior Secured Credit Agreement dated as of October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties thereto (including the Lender) (as the same may be amended or supplemented from time to time, the “Credit Agreement”), and evidences [Revolving/Term] Loans made by the Lender By /s/ Xxx X. Xxxxx ------------------------------------------ Namethereunder. Capitalized terms used in this Note and not defined herein have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of [Revolving/Term] Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. UC OPERATING PARTNERSHIP, L.P. By: Xxx X. Xxxxx TitleUCLP OLP GP LLC, its general partner By: Attorney-In-Fact Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BARCLAYS BANK PLC, as a Lender By /s/ Xxxxxxxx X. Xxxx ------------------------------------------ Name: Xxxxxxxx X. Xxxx Title: Director Loan Transaction Management Commitment: $28,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] MIZUHO CORPORATE BANK, LTD. , as a Lender By /s/ Jun Shimmachi ------------------------------------------ Name: Jun Shimmachi Title: Vice President Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] ROYAL BANK OF CANADA, as a Lender By /s/ Xxx X. Xxxxxxxxxx ------------------------------------------ Name: Xxx X. Xxxxxxxxxx Title: Attorney-In-Fact Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] UBS LOAN FINANCE LLC as a Lender By /s/ Xxxxxxx Xxxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxxx Title: Associate Director By /s/ Xxxxxxx Xxxxx XxXxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxx-XxXxxxxxx Title: Associate Director Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] [SIGNATURE PAGE TO CREDIT AGREEMENT] XXXXX FARGO BANK, N.A., as a Lender By /s/ Art Xxxxxx ------------------------------------------ Name: Art Xxxxxx Title: Relationship Manager Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BANK ONE, N.A., as a Lender By _________________________________________ Name: Title: Commitment: $20,000,000EXHIBIT B FORM OF BORROWING REQUEST , 20___ UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), pursuant to the Senior Secured Credit Agreement dated as of October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties thereto (as the same may be amended or supplemented from time to time, the “Credit Agreement”), hereby make the requests indicated below (unless otherwise defined herein, capitalized terms are defined in the Credit Agreement):

No General Partner’s Liability. The Administrative Agent and Lenders agree for themselves and their respective successors, participants successors and assigns, including any subsequent holder of any Note, that any claim against Borrower which may arise under any Loan Document shall be made only against and shall be limited to the assets of Borrower, except to the extent Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of its Guaranty, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against any General Partner or its assets for the purpose of obtaining satisfaction and payment of such Note, the Debt evidenced thereby, any other Obligation thereby or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partners individually or their respective Representatives or assets being hereby expressly waived, renounced and remitted by the Administrative Agent and Lenders for themselves and their respective successors, participants successor and assigns. Nothing in this Section SECTION 14.16, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from NBPLP CREDIT AGREEMENT commencing any action, suit or proceeding with respect to or causing legal papers to be served upon any General Partner for the purpose of obtaining jurisdiction over Borrower. [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.] NBPLP CREDIT AGREEMENT 49 NORTHERN BORDER PARTNERS, L.P. By By: /s/ Xxxxx X. Xxxxxx ------------------------------------------ JERRY L. PETERS ------------------------------------------------- Name: Xxxxx X .Xxxxxx Jerry L. Peters -------------------------------------------- Title: Chief Financial and Accounting Officer ------------------------------------------- Address for Notices: Xx. Xxxxx X. Peters Chief Financial and Accounting Officer Northern Border Partners, L.P. 00000 XXX Xxxxxxx Xxxxx1400 Smith Street Houston, XX 00000 TX 77002 Xxxx: Angus Hardie Davis NBP Servxxxx Xxxxxxxxxxx Telephone: 000713/853-0006941 Telecopy: 713/646-4970 with a copy to: Mr. Jerry L. Peters Chief Financial xxx Xxxxxxxxxx Xxxxcer Northern Border Partners, L.P. 1111 South 103rd Street Omaha, NE 60000-0000 Xxxxxxxxx: 000/000-0000 Telecopy: 000402/398-000-0000 7803 and with a copy to: Ms. Xxxxx Janet Place Vice President and General Counsel President, Legal Northern Plains Natural Gas Company 00000 XXX Xxxxxxx Xxxxx1111 South 103rd Street Omaha, XX 00000 TelephoneNE 60000-0000 Xxxxxxxxx: 000-000000/000-0000 Telecopy: 000402/398-000-0000 7780 [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT] SUNTRUST BANKBANK OF AMERICA, N.A., as Administrative Agent and Lender By /s/ Xxxx Xxxxxxxx Xxxx ------------------------------------------ Name: Xxxx Xxxxxxxx Xxxx Title: Vice President Commitment: $40,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BMO XXXXXXX XXXXX FINANCING, INC., as a Lender By By: /s/ Xxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxx Xxxxxxxx Title: DENISE A. SMITH ------------------------------------------------------ Denise A. Smith Managing Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By /s/ Xxxxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxx Title: Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] CITIBANK, N.A., as a Lender By /s/ Xxx X. Xxxxx ------------------------------------------ Name: Xxx X. Xxxxx Title: Attorney-In-Fact Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BARCLAYS BANK PLC, as a Lender By /s/ Xxxxxxxx X. Xxxx ------------------------------------------ Name: Xxxxxxxx X. Xxxx Title: Director Loan Transaction Management Commitment: $28,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] MIZUHO CORPORATE BANK, LTD. , as a Lender By /s/ Jun Shimmachi ------------------------------------------ Name: Jun Shimmachi Title: Vice President Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] ROYAL BANK OF CANADA, as a Lender By /s/ Xxx X. Xxxxxxxxxx ------------------------------------------ Name: Xxx X. Xxxxxxxxxx Title: Attorney-In-Fact Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] UBS LOAN FINANCE LLC as a Lender By /s/ Xxxxxxx Xxxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxxx Title: Associate Director By /s/ Xxxxxxx Xxxxx XxXxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxx-XxXxxxxxx Title: Associate Director Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] [SIGNATURE PAGE TO CREDIT AGREEMENT] XXXXX FARGO BANK, N.A., as a Lender By /s/ Art Xxxxxx ------------------------------------------ Name: Art Xxxxxx Title: Relationship Manager Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BANK ONE, N.A., as a Lender By _________________________________________ Name: Title: Commitment: $20,000,000Director

No General Partner’s Liability. The Administrative Agent and Lenders agree for themselves and their respective successorsthat no claim arising against either UCLP, participants and assigns, including the Borrower or any subsequent holder of any Note, that any claim against Borrower which may arise Restricted Subsidiary under any Loan Document shall be made only asserted against the General Partner (in its individual capacity) and shall be limited to the assets of Borrower, except to the extent Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of its Guaranty, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note Agreement or any of the other Loan Documents shall be obtained or enforced against any the General Partner (in its individual capacity) or its assets for the purpose of obtaining satisfaction and payment of such Note, the Debt evidenced thereby, any other Obligation Indebtedness or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partners Partner individually or their its respective Representatives or assets being hereby expressly waived, renounced and remitted waived by the Administrative Agent and Lenders for themselves and their respective successors, participants and assignsLenders. Nothing in this Section 14.1612.17, however, shall be construed so as to prevent the Administrative Agent, Agent or any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon any the General Partner for the purpose of (i) obtaining jurisdiction over BorrowerUCLP, the Borrower or any Restricted Subsidiary or (ii) obtaining judgment, order or execution against the General Partner arising out of any fraud or intentional misrepresentation by the General Partner in connection with the Loan Documents or of recovery of moneys received by the General Partner in violation of the terms of this Agreement. NORTHERN BORDER PARTNERSThe parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: UC OPERATING PARTNERSHIP, L.P. By By: UCLP OLP GP LLC, its general partner By: /s/ Xxxxx X. Xxxxxx ------------------------------------------ Xxxxxxxxx Name: Xxxxx X .Xxxxxx Xxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial and Accounting Officer Address for Notices: Xx. 0000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Xxxxx X. Peters Xxxxx Gardere Xxxxx Xxxxxx LLP 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 GUARANTORS: UNIVERSAL COMPRESSION PARTNERS, L.P. By: UCO GENERAL PARTNER, LP, its general partner By: UCO GP, LLC, its general partner By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Title: Address for Notices: 0000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: President Copy to: General Counsel Copy to: Xxxxx X. Xxxxx Gardere Xxxxx Xxxxxx LLP 0000 Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 ADMINISTRATIVE AGENT AND LENDER: WACHOVIA BANK, NATIONAL ASSOCIATION, Individually and Accounting Officer Northern Border Partnersas Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President Lending Office for ABR Loans and Eurodollar Loans: 000 Xxxxx Xxxxxxx Xxxxxx 00xx Xxxxx XX 0680 Xxxxxxxxx, L.P. Xxxxx Xxxxxxxx 00000 XXX Telecopier No.: (000) 000-0000 Address for Notices: 000 Xxxxx Xxxxxxx XxxxxXxxxxx 00xx Xxxxx XX 0680 Xxxxxxxxx, XX Xxxxx Xxxxxxxx 00000 TelephoneAttention: Syndication Agency Services Telecopier No.: (000) 000-0000 With copy to: Wachovia Capital Markets, LLC 0000 Xxxxxx, Suite 2255 Houston, Texas 77002 Attention: Xxxxx Xxxxxxxxx Telecopier No.: 000-000-0000 TelecopySYNDICATION AGENT AND LENDER: 000-000-0000 with a DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Syndication Agent By: Name: Title: By: Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Ms. Xxxxx Place Vice President and General Counsel Northern Plains Natural Gas Company 00000 XXX Xxxxxxx XxxxxAttention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: FORTIS CAPITAL, XX 00000 Telephone: 000-000-0000 Telecopy: 000-000-0000 [SIGNATURE PAGE TO CREDIT AGREEMENT] SUNTRUST BANKCORP., as Administrative Co-Documentation Agent and Lender By /s/ Xxxx Xxxxxxxx Xxxx ------------------------------------------ By: Name: Xxxx Xxxxxxxx Xxxx Title: Vice President CommitmentBy: $40,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BMO XXXXXXX Name: Title: Lending Office for ABR Rate Loans and Eurodollar Loans: Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: CO-DOCUMENTATION AGENT AND LENDER: XXXXX FINANCINGFARGO BANK, INC.NATIONAL ASSOCIATION, as a Co-Documentation Agent and Lender By /s/ Xxxxx Xxxxxxxx ------------------------------------------ By: Name: Xxxxx Xxxxxxxx Title: Managing Director CommitmentLending Office for ABR Rate Loans and Eurodollar Loans: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] Address for Notices: Attention: Telecopier No.: With copy to: Attention: Telecopier No.: EXHIBIT A FORM OF NOTE $ , 2006 FOR VALUE RECEIVED, UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to (the “Lender”) or registered assigns, at the principal office of WACHOVIA BANK, NATIONAL ASSOCIATION, as a the Administrative Agent (the “Administrative Agent”), at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, the principal sum of US Dollars ($ ) (or such lesser amount as shall equal the aggregate unpaid principal amount of the [Revolving/Term] Loans made by the Lender By /s/ Xxxxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxx Title: Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] CITIBANK, N.A.to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such [Revolving/Term] Loan, at such office, in like money and funds, for the period commencing on the date of such [Revolving/Term] Loan until such [Revolving/Term] Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each [Revolving/Term] Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedules attached hereto or any continuation thereof. This Note is one of the Notes referred to in the Senior Secured Credit Agreement dated as of October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties thereto (including the Lender) (as the same may be amended or supplemented from time to time, the “Credit Agreement”), and evidences [Revolving/Term] Loans made by the Lender By /s/ Xxx X. Xxxxx ------------------------------------------ Namethereunder. Capitalized terms used in this Note and not defined herein have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the Security Instruments. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of [Revolving/Term] Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. UC OPERATING PARTNERSHIP, L.P. By: Xxx X. Xxxxx TitleUCLP OLP GP LLC, its general partner By: Attorney-In-Fact Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BARCLAYS BANK PLC, as a Lender By /s/ Xxxxxxxx X. Xxxx ------------------------------------------ Name: Xxxxxxxx X. Xxxx Title: Director Loan Transaction Management Commitment: $28,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] MIZUHO CORPORATE BANK, LTD. , as a Lender By /s/ Jun Shimmachi ------------------------------------------ Name: Jun Shimmachi Title: Vice President Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] ROYAL BANK OF CANADA, as a Lender By /s/ Xxx X. Xxxxxxxxxx ------------------------------------------ Name: Xxx X. Xxxxxxxxxx Title: Attorney-In-Fact Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] UBS LOAN FINANCE LLC as a Lender By /s/ Xxxxxxx Xxxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxxx Title: Associate Director By /s/ Xxxxxxx Xxxxx XxXxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxx-XxXxxxxxx Title: Associate Director Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] [SIGNATURE PAGE TO CREDIT AGREEMENT] XXXXX FARGO BANK, N.A., as a Lender By /s/ Art Xxxxxx ------------------------------------------ Name: Art Xxxxxx Title: Relationship Manager Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BANK ONE, N.A., as a Lender By _________________________________________ Name: Title: Commitment: $20,000,000EXHIBIT B FORM OF BORROWING REQUEST , 20___ UC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), pursuant to the Senior Secured Credit Agreement dated as of October 20, 2006, among the Borrower, Universal Compression Partners, L.P., a Delaware limited partnership, the Administrative Agent and the other Agents and Lenders which are or become parties thereto (as the same may be amended or supplemented from time to time, the “Credit Agreement”), hereby make the requests indicated below (unless otherwise defined herein, capitalized terms are defined in the Credit Agreement):

No General Partner’s Liability. The Administrative Agent and Lenders agree for themselves and their respective successors, participants successors and assigns, including any subsequent holder of any Note, that any claim against Borrower which may arise under any Loan Document shall be made only against and shall be limited to the assets of Borrower, except to the extent Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of its Guaranty, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against any General Partner or its assets for the purpose of obtaining satisfaction and payment of such Note, the Debt evidenced thereby, any other Obligation thereby or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partners individually or their respective Representatives or assets being hereby expressly waived, renounced and remitted by the Administrative Agent and Lenders for themselves and their respective successors, participants successor and assigns. Nothing in this Section SECTION 14.16, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon any General Partner for the purpose of obtaining jurisdiction over Borrower. 52 NBPLP CREDIT AGREEMENT [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.] 53 NBPLP CREDIT AGREEMENT NORTHERN BORDER PARTNERS, L.P. By By: /s/ Xxxxx X. Xxxxxx ------------------------------------------ JERRY L. PETERS --------------------------------- Name: Xxxxx X .Xxxxxx Jerry L. Peters -------------------------- Title: Chief Financial and Accounting Officer -------------------------- Address for Notices: Xx. Xxxxx X. Northern Border Partners, L.P. 1400 Smith Street Houxxxx, XX 00000 Attn: Angus Hardie Davis XXX Xxxxxxxx Xorporation Telephone: 713/853-6941 Telecopy: 710/000-0070 with a copy to: Mr. Jerry L. Peters Chief Financial and Cxxxx Xxxxxxxxx xxx Accounting Officer Northern Border Partners, L.P. 00000 XXX Xxxxxxx 1111 South 103rd Street Xxxxx, XX 00000 Telephone: 000-00000000-0000 Xxxxxxxxx: 000/000-0722 Telecopy: 000400/000-000-0000 0003 and with a copy to: Ms. Xxxxx Janet Place Vice President and General Counsel Presxxxxx, Legal Northern Plains Natural Gas Company 00000 XXX Xxxxxxx 1111 South 103rd Street Xxxxx, XX 00000 Telephone: 000-00000000-0000 Xxxxxxxxx: 000/000-0886 Telecopy: 000400/000-000-0000 0080 [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT] SUNTRUST BANKBANK OF AMERICA, N.A., as Administrative Agent and as a Lender By By: /s/ Xxxx DENISE A. SMITH ------------------------------------ Denise A. Smith Manxxxxx Xxxxxxxx Xxxx ------------------------------------------ [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT] SUNTRUST BANK By: /s/ STEVEN J. NEWBY ------------------------------------ Name: Xxxx Xxxxxxxx Xxxx Steven J. Newby ------------------------------ Title: Vice President Commitment: $40,000,000 ------------------------------ [THIS IS A SIGNATURE PAGE TO CREDIT AGREEMENT] BMO XXXXXXX XXXXX FINANCING, INC., as a Lender By /s/ Xxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxx Xxxxxxxx Title: Managing Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By /s/ Xxxxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxx Title: Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] CITIBANK, N.A., as a Lender By /s/ Xxx X. Xxxxx ------------------------------------------ Name: Xxx X. Xxxxx Title: Attorney-In-Fact Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BARCLAYS BANK PLC, as a Lender By /s/ Xxxxxxxx X. Xxxx ------------------------------------------ Name: Xxxxxxxx X. Xxxx Title: Director Loan Transaction Management Commitment: $28,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] MIZUHO CORPORATE BANK, LTD. , as a Lender By /s/ Jun Shimmachi ------------------------------------------ Name: Jun Shimmachi Title: Vice President Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] ROYAL BANK OF CANADA, as a Lender By /s/ Xxx X. Xxxxxxxxxx ------------------------------------------ Name: Xxx X. Xxxxxxxxxx Title: Attorney-In-Fact Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] UBS LOAN FINANCE LLC as a Lender By /s/ Xxxxxxx Xxxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxxx Title: Associate Director By /s/ Xxxxxxx Xxxxx XxXxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxx-XxXxxxxxx Title: Associate Director Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] [SIGNATURE PAGE TO CREDIT AGREEMENT] XXXXX FARGO BANK, N.A., as a Lender By /s/ Art Xxxxxx ------------------------------------------ Name: Art Xxxxxx Title: Relationship Manager Commitment: $25,000,000 [SIGNATURE PAGE TO THE CREDIT AGREEMENT] BANK ONE, N.A., as a Lender By _________________________________________ NA By: /s/ HELEN A. CARR ------------------------------------ Name: Helen A. Carr ------------------------------ Title: Commitment: $20,000,000First Vice President ------------------------------ [THIS IS A SIGNATURE PAGE TO THE CREDIT AGREEMENT] BANK OF MONTREAL

No General Partner’s Liability. The Administrative Agent and the Lenders agree for themselves and their respective successors, participants and assigns, including any subsequent holder of any Note, that any claim against Borrower which may arise under any Loan Document shall be made only against and shall be limited to the assets of Borrower, except to the extent Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of its Guaranty, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against any General Partner or its assets for the purpose of obtaining satisfaction and payment of such Note, the Debt evidenced thereby, any other Obligation or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partners individually or their respective Representatives or assets being hereby expressly waived, renounced and remitted by the Administrative Agent and the Lenders for themselves and their respective successors, participants and assigns. Nothing in this Section 14.16, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon any General Partner for the purpose of obtaining jurisdiction over Borrower. NORTHERN BORDER PARTNERS, L.P. By /s/ Xxxxx X. Xxxxxx ------------------------------------------ ------------------------------------- Name: Xxxxx X .Xxxxxx Title: Chief Financial and Accounting Officer Address for Notices: Xx. Xxxxx X. Northern Border Partners, L.P. 1400 Smith Street Houston, TX 00000 Xxxx: Angus Hardie Davis XXX Xxxxxxxx Xxxxxration Telephone: 713/853-6941 Telecopy: 713/646-4000 with a copy to: Mr. Jerry L. Peters Chief Financial and Accounting Fixxxxxxx xxx Xxxxxxxing Officer Northern Border Partners, L.P. 00000 XXX Xxxxxxx Xxxxx1111 South 103rd Street Omahx, XX 00000 Telephone00000-0000 Xxxxxxxxx: 000-000000/000-0000 Telecopy: 000402/398-000-0000 7000 and with a copy to: Ms. Xxxxx Janet Place Vice President and General axx Xxneral Counsel Northern Plains Natural Gas Company 00000 XXX Xxxxxxx Xxxxx1111 South 103rd Street Omahx, XX 00000 Telephone00000-0000 Xxxxxxxxx: 000-000000/000-0000 Telecopy: 000402/398-000-0000 [SIGNATURE PAGE TO CREDIT AGREEMENT] 7000 SUNTRUST BANK, as Administrative Agent and Lender By /s/ Xxxx Xxxxxxxx Xxxx ------------------------------------------ ------------------------------------- Name: Xxxx Xxxxxxxx Xxxx Title: Vice President Commitment: EXHIBIT A FORM OF NOTE $40,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BMO XXXXXXX XXXXX FINANCING, INC., as a Lender By /s/ Xxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxx Xxxxxxxx Title: Managing Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By /s/ Xxxxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxx Title: Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] CITIBANK, N.A., as a Lender By /s/ Xxx X. Xxxxx ------------------------------------------ Name: Xxx X. Xxxxx Title: Attorney-In-Fact Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BARCLAYS BANK PLC, as a Lender By /s/ Xxxxxxxx X. Xxxx ------------------------------------------ Name: Xxxxxxxx X. Xxxx Title: Director Loan Transaction Management Commitment: $28,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] MIZUHO CORPORATE BANK, LTD. , as a Lender By /s/ Jun Shimmachi ------------------------------------------ Name: Jun Shimmachi Title: Vice President Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] ROYAL BANK OF CANADA, as a Lender By /s/ Xxx X. Xxxxxxxxxx ------------------------------------------ Name: Xxx X. Xxxxxxxxxx Title: Attorney-In-Fact Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] UBS LOAN FINANCE LLC as a Lender By /s/ Xxxxxxx Xxxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxxx Title: Associate Director By /s/ Xxxxxxx Xxxxx XxXxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxx-XxXxxxxxx Title: Associate Director Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] [SIGNATURE PAGE TO CREDIT AGREEMENT] XXXXX FARGO BANK, N.A., as a Lender By /s/ Art Xxxxxx ------------------------------------------ Name: Art Xxxxxx Title: Relationship Manager Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BANK ONE, N.A., as a Lender By _____________ ____________ __,_____ FOR VALUE RECEIVED, the undersigned, NORTHERN BORDER PARTNERS, L.P., a Delaware limited partnership ("BORROWER"), hereby promises to pay to the order of ______________________ ("LENDER"), at the offices of SUNTRUST BANK, as Administrative Agent for Lender and others as hereinafter described, on the Termination Date for the Facility, the lesser of (a) $_______________ and (b) the aggregate Principal Debt disbursed by Lender to Borrower and outstanding and unpaid on the Termination Date for the Facility (together with accrued and unpaid interest thereon). This note has been executed and delivered under, and is subject to the terms of, the Revolving Credit Agreement, dated as of March 21, 2001 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among Borrower, Administrative Agent, and Lender and other lenders and Agents party thereto, and is one of the "Notes" referred to therein. Unless defined herein, capitalized terms used herein that are defined in the Credit Agreement have the meaning given to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions affecting this note regarding applicable interest rates, principal and interest payment dates, final maturity, voluntary and mandatory prepayments, acceleration of maturity, exercise of Rights, payment of attorneys' fees, court costs, and other costs of collection, certain waivers by Borrower and others now or hereafter obligated for payment of any sums due hereunder and security for the payment hereof. Without limiting the immediately preceding sentence, reference is made to SECTION 3.9 of the Credit Agreement for usury savings provisions. THE LAWS OF THE STATE OF NEW YORK, AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION HEREOF. NORTHERN BORDER PARTNERS, L.P. By: ------------------------------------ Name: ------------------------------ Title: Commitment------------------------------ EXHIBIT B-1 XXXX XX XXXXXXXXX XXXXXX (Northern Border Partners, L.P.) Dated: $20,000,000______________ __, ____ SunTrust Bank as Administrative Agent for the Lenders as defined in the Credit Agreement referred to below 303 Peachtree Street, N.E. 3rd Floor, Mail Code 1929 Atlanta, Georgix Xxxx: _________ Reference is made to the Revolving Credit Agreement, dated as of March 21, 2001 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among Northern Border Partners, L.P., a Delaware limited partnership ("BORROWER"), SunTrust Bank, as Administrative Agent, and Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to SECTION 2.4 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made:

No General Partner’s Liability. The By their acceptance of this Guaranty, the Administrative Agent and the Lenders agree for themselves and their respective successors, participants and assigns, including any subsequent holder of any Note, that any claim against Borrower Guarantor which may arise under any Loan Document this Guaranty shall be made only against and shall be limited to the assets of Borrower, except to the extent Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of its GuarantyGuarantor, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents Guaranty shall be obtained or enforced against any General Partner general partner of Guarantor (individually, a "GENERAL PARTNER", and collectively, "GENERAL PARTNERS") or its or their assets for the purpose of obtaining satisfaction and payment of such Notethis Guaranty, the Debt evidenced therebyGuaranteed Debt, any other Obligation or any claims arising thereunder or under this Agreement or any other Loan Documenthereunder, any right to proceed against the General Partners individually or their respective Representatives representatives or assets being hereby expressly waived, renounced and remitted by the Administrative Agent and the Lenders for themselves and their respective successors, participants and assigns. Nothing in this Section 14.1620, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon any General Partner for the purpose of obtaining jurisdiction over BorrowerGuarantor. NORTHERN BORDER PARTNERS, L.P. By /s/ Xxxxx X. Xxxxxx ------------------------------------------ Name: Xxxxx X .Xxxxxx Title: Chief Financial and Accounting Officer Address for Notices: XxREMAINDER OF PAGE INTENTIONALLY BLANK. Xxxxx X. Peters Chief Financial and Accounting Officer Northern Border Partners, L.P. 00000 XXX Xxxxxxx Xxxxx, XX 00000 Telephone: 000-000-0000 Telecopy: 000-000-0000 with a copy to: Ms. Xxxxx Place Vice President and General Counsel Northern Plains Natural Gas Company 00000 XXX Xxxxxxx Xxxxx, XX 00000 Telephone: 000-000-0000 Telecopy: 000-000-0000 [SIGNATURE PAGE TO CREDIT AGREEMENT] SUNTRUST BANKFOLLOW. EXECUTED as of the date first stated in this Guaranty. Address: NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP Northern Border Intermediate Partnership GUARANTOR: 1400 Smith Street Houston, as Administrative Agent and Lender By /s/ Xxxx Xxxxxxxx Xxxx ------------------------------------------ NameTX 77002 Attn: Xxxx Xxxxxxxx Xxxx TitleAngus Hardie Davis Xx: Vice President Commitment: $40,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BMO XXXXXXX XXXXX FINANCING, INC., as a Lender By /s/ Xxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxx Xxxxxxxx Title: Managing Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By /s/ Xxxxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxx Title: Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] CITIBANK, N.A., as a Lender By /s/ Xxx X. Xxxxx ------------------------------------------ Name: Xxx X. Xxxxx Title: Attorney-In-Fact Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BARCLAYS BANK PLC, as a Lender By /s/ Xxxxxxxx X. Xxxx ------------------------------------------ Name: Xxxxxxxx X. Xxxx Title: Director Loan Transaction Management Commitment: $28,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] MIZUHO CORPORATE BANK, LTD. , as a Lender By /s/ Jun Shimmachi ------------------------------------------ Name: Jun Shimmachi Title: Vice President Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] ROYAL BANK OF CANADA, as a Lender By /s/ Xxx X. Xxxxxxxxxx ------------------------------------------ Name: Xxx X. Xxxxxxxxxx Title: Attorney-In-Fact Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] UBS LOAN FINANCE LLC as a Lender By /s/ Xxxxxxx Xxxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxxx Title: Associate Director By /s/ Xxxxxxx Xxxxx XxXxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxx-XxXxxxxxx Title: Associate Director Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] [SIGNATURE PAGE TO CREDIT AGREEMENT] XXXXX FARGO BANK, N.A., as a Lender By /s/ Art Xxxxxx ------------------------------------------ Name: Art Xxxxxx Title: Relationship Manager Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BANK ONE, N.A., as a Lender By _________________________________________ XXX Xervices Corporation Name: ______________________________ Telephone: 713/853-6941 Title: Commitment_____________________________ Facsimile: $20,000,000713/646-4970 with a copy to: Mr. Jerry L. Peters Chief Financial and Accounting Officer Northern Xxxxxx Xxxxxxxx, L.P. 1111 South 103rd Street Omaha, NE 68124-1000 Telephone: 402/398-7700 Xxxxxxxx: 000/000-0000 xxx xxxx x xxxx xo: Ms. Janet Plaxx Xxxx President and General Counsel Northern Plains Naturxx Xxs Company 1111 South 103rd Street Omaha, NE 68124-1000 Telephone: 402/000-0000 Xxxxxxxxx: 000/000-0000 EXHIBIT D FORM OF COMPLIANCE CERTIFICATE (Northern Border Partners, L.P.) FOR ________ ENDED __________________, DATE: ________________________, ADMINISTRATIVE AGENT: SUNTRUST BANK BORROWER: NORTHERN BORDER PARTNERS, L.P. This certificate is delivered under the Revolving Credit Agreement, dated as of March 21, 2001 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among Borrower, Administrative Agent, and Lenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. I certify to Lenders that:

No General Partner’s Liability. The By their acceptance of this Guaranty, the Administrative Agent and the Lenders agree for themselves and their respective successors, participants successors and assigns, including any subsequent holder of any Note, that any claim against Borrower Guarantor which may arise under any Loan Document this Guaranty shall be made only against and shall be limited to the assets of Borrower, except to the extent Intermediate Partnership may have obligations with respect to such claim pursuant to the terms of its GuarantyGuarantor, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents Guaranty shall be obtained or enforced against any General Partner general partner of Guarantor (individually, a "GENERAL PARTNER", and collectively, "GENERAL PARTNERS") or its or their assets for the purpose of obtaining satisfaction and payment of such Notethis Guaranty, the Guaranteed Debt evidenced thereby, any other Obligation or any claims arising thereunder or under this Agreement or any other Loan Documenthereunder, any right to proceed against the General Partners individually or their respective Representatives or assets being hereby expressly waived, renounced and remitted by the Administrative Agent and Lenders for themselves and their respective successors, participants successor and assigns. Nothing in this Section 14.16SECTION 19, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon any General Partner for the purpose of obtaining jurisdiction over BorrowerGuarantor. REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE TO FOLLOW. EXECUTED as of the date first stated in this Guaranty. Address: NORTHERN BORDER PARTNERSINTERMEDIATE LIMITED PARTNERSHIP Northern Border Intermediate Partnership 1400 Smith Street GUARANTOR: Xxxxxxx, L.P. By /s/ Xxxxx X. Xxxxxx ------------------------------------------ XX 77002 Attn: Angus Hardie Davis NBP Services Corporation Xx: Xxxxxxone: 713/853-6941 ------------------------- Xxxxxmile: 713/646-4970 Name: Xxxxx X .Xxxxxx -------------------- Title: Chief Financial and Accounting Officer Address for Notices------------------- with a copy to: Xx. Xxxxx X. Mr. Jerry L. Peters Chief Financial and Accounting Officer Nortxxxx Xxxxxx Xxxxxxxs, L.P. 1111 South 103rd Street Omaha, NE 68124-1000 Telephone: 402/390-0000 Xxxxxxxx: 000/000-0000 xxx xxxx x xxxy to: Ms. Janet Xxxxx Xice President, Legal Northern Plains Natural Gas Cxxxxxy 1111 South 103rd Street Omaha, NE 68124-1000 Telephone: 402/390-0000 Xxxxxxxxx: 000/000-0000 GUARANTY SIGNATURE PAGE EXHIBIT D FORM OF COMPLIANCE CERTIFICATE (Northern Border Partners, L.P.) FOR ENDED , --------------- -------------------------- ---- DATE: , ----------------------------- ---- ADMINISTRATIVE AGENT: Bank of America, N.A. BORROWER: NORTHERN BORDER PARTNERS, L.P. 00000 XXX Xxxxxxx Xxxxx-------------------------------------------------------------------------------- This certificate is delivered under the Revolving Credit Agreement, XX 00000 Telephone: 000-000-0000 Telecopy: 000-000-0000 with a copy to: Ms. Xxxxx Place Vice President and General Counsel Northern Plains Natural Gas Company 00000 XXX Xxxxxxx Xxxxxdated as of June 28, XX 00000 Telephone: 000-000-0000 Telecopy: 000-000-0000 [SIGNATURE PAGE TO 2000 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT] SUNTRUST BANK"), as among Borrower, Administrative Agent Agent, and Lender By /s/ Xxxx Xxxxxxxx Xxxx ------------------------------------------ Name: Xxxx Xxxxxxxx Xxxx Title: Vice President Commitment: $40,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BMO XXXXXXX XXXXX FINANCING, INCLenders party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement., as a Lender By /s/ Xxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxx Xxxxxxxx Title: Managing Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By /s/ Xxxxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxx Title: Director Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] CITIBANK, N.A., as a Lender By /s/ Xxx X. Xxxxx ------------------------------------------ Name: Xxx X. Xxxxx Title: Attorney-In-Fact Commitment: $29,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BARCLAYS BANK PLC, as a Lender By /s/ Xxxxxxxx X. Xxxx ------------------------------------------ Name: Xxxxxxxx X. Xxxx Title: Director Loan Transaction Management Commitment: $28,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] MIZUHO CORPORATE BANK, LTD. , as a Lender By /s/ Jun Shimmachi ------------------------------------------ Name: Jun Shimmachi Title: Vice President Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] ROYAL BANK OF CANADA, as a Lender By /s/ Xxx X. Xxxxxxxxxx ------------------------------------------ Name: Xxx X. Xxxxxxxxxx Title: Attorney-In-Fact Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] UBS LOAN FINANCE LLC as a Lender By /s/ Xxxxxxx Xxxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxxxxxx Title: Associate Director By /s/ Xxxxxxx Xxxxx XxXxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxx-XxXxxxxxx Title: Associate Director Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] [SIGNATURE PAGE TO CREDIT AGREEMENT] XXXXX FARGO BANK, N.A., as a Lender By /s/ Art Xxxxxx ------------------------------------------ Name: Art Xxxxxx Title: Relationship Manager Commitment: $25,000,000 [SIGNATURE PAGE TO CREDIT AGREEMENT] BANK ONE, N.A., as a Lender By _________________________________________ Name: Title: Commitment: $20,000,000