Common use of Release of Guarantee Clause in Contracts

Release of Guarantee. (a) Notwithstanding anything to the contrary in this ARTICLE 3, if a Guarantor (i) shall cease to be a subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other Guarantor, in each case other than the Notes, then, if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Guarantees shall be of no further force or effect with respect to such Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the termination of the Guarantees with respect to such Guarantor. (b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FIFTEEN and FOUR, respectively, of the Indenture with respect to a series of Notes or (ii) a series of Notes ceasing to be Outstanding, each of the Guarantors shall be deemed to be released from all its obligations under the Indenture with respect to such series of Notes and the Guarantees of such series of Notes shall be of no further force or effect.

Release of Guarantee. (a) Notwithstanding anything to the contrary in this ARTICLE 3, if a Guarantor (i) shall cease to be a subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other Guarantor, in each case other than the Notes, then, if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving written notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Guarantees shall be of no further force or effect with respect to such Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the termination of the Guarantees with respect to such Guarantor. (b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FIFTEEN and FOUR, respectively, of the Indenture with respect to a series of Notes or (ii) a series of Notes ceasing to be Outstanding, each of the Guarantors shall be deemed to be released from all its obligations under the Indenture with respect to such series of Notes and the Guarantees of such series of Notes shall be of no further force or effect.

Release of Guarantee. (a) Notwithstanding anything to the contrary in this ARTICLE Article 3, if a Guarantor (i) shall cease to be a subsidiary of the Company or (ii) shall no longer be (xa) an obligor on, or issuer of, any capital markets debt securities or (yb) a guarantor of any capital markets debt securities issued by the Company or the other Guarantor, in each case other than the Notes, then, if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving written notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Guarantees shall be of no further force or effect with respect to such Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the termination of the Guarantees with respect to such Guarantor. (b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FIFTEEN Articles Fifteen and FOURFour , respectively, of the Indenture with respect to a series of Notes or (ii) a series of Notes ceasing to be Outstanding, each of the Guarantors shall be deemed to be released from all its obligations under the Indenture with respect to such series of Notes and the Guarantees of such series of Notes shall be of no further force or effect.

Release of Guarantee. (a) Notwithstanding anything to the contrary in this ARTICLE 3, if a Guarantor (i) The Guarantee of each Guarantor shall cease be released automatically with respect to be a subsidiary any series of the Company Notes upon discharge or defeasance of such series of Notes as provided below under Article Eight or Article Eleven of this Indenture. (ii) The Guarantee of NNI will be automatically and unconditionally released and NNI shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor relieved of any capital markets debt securities issued by the Company or the other Guarantor, in each case other than the Notes, then, if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Guarantees shall be of no further force or effect its Guarantee with respect to such Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the termination of the Guarantees with respect to such Guarantor. (b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FIFTEEN and FOUR, respectively, of the Indenture with respect to a series of Notes or (ii) upon the occurrence, and during the continuance, of a series of Notes ceasing to be Outstanding, each of the Guarantors shall be deemed to be released from all its obligations under the Indenture Suspension Period with respect to such series of Notes and Notes. At such time as NNI’s Guarantee is released with respect to any series of Notes, NNI will no longer be considered a “Guarantor” of such series of Notes. Within 15 Business Days of the Guarantees occurrence of a Reversion Date with respect to such series of Notes, NNI will enter into a supplemental indenture in order to provide a Guarantee of such series of Notes on the terms set forth herein. (iii) The Trustee shall promptly execute any documents reasonably requested by the Issuer or a Guarantor in order to evidence the release of a Guarantor from its obligations under its Guarantee in accordance with this clause (g); provided that the Trustee shall not be obligated to execute or deliver any document evidencing the release of no further force a Guarantee pursuant this Section 2.01(g) unless the Issuer has delivered an Officers’ Certificate or effectan Opinion of Counsel to the effect that such release is in accordance with the provisions of this Indenture.

Release of Guarantee. (a) Notwithstanding anything to the contrary in this ARTICLE 3II, if a Guarantor (i) shall cease to be a subsidiary Subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other Guarantor, in each case other than the NotesCurrently Outstanding Securities or any other series of capital market debt securities of the Company outstanding on, thenand for which such Guarantor is giving a guarantee, the date hereof, then if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Guarantees shall be of no further force or effect with respect to such Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the termination of the Guarantees with respect to such Guarantor. (b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FIFTEEN and FOUR, respectively, of the Indenture with respect to a series of Notes Currently Outstanding Securities, or (ii) a series of Notes Currently Outstanding Securities ceasing to be Outstanding, each of the Guarantors shall be deemed to be released from all its obligations under the Indenture with respect to such series of Notes Currently Outstanding Securities and the Guarantees of such series of Notes Currently Outstanding Securities shall be of no further force or effect.

Release of Guarantee. Notwithstanding anything in this Article III to the contrary, concurrently with the payment in full of (a) Notwithstanding anything the principal amount at maturity or such other amounts as cause the Indenture to the contrary in this ARTICLE 3, if a Guarantor (i) shall cease to be a subsidiary of further effect pursuant to Section 8.01 of the Indenture and (b) all other obligations of the Company or (ii) and the Subsidiary Guarantors under the Indenture, the Successor Issuer shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other Guarantor, in each case other than the Notes, then, if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all and relieved of its obligations under the Indenture, and Guarantee. Upon the Guarantees shall be of no further force or effect with respect delivery by the Company to such Guarantor. Following the receipt by the Trustee of any such noticean Officer’s Certificate and an Opinion of Counsel to the effect that the transaction giving rise to the release of the Guarantee was made by the Company in accordance with the provisions of the Indenture and the Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under the Guarantee. If any of the obligations to pay the principal of, premium, if any, and interest on the Securities (including Liquidated Damages, if any), and any other payment obligations of the Company shall cause to the Holders under the Indenture to be amended as provided in Section 901 of or the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of Securities are revived and reinstated after the termination of the Guarantees with respect to such Guarantor. (b) In additionGuarantee, upon (i) the exercise then all of the legal defeasance or covenant defeasance option or the satisfaction and discharge obligations of the Indenture Successor Issuer under the Guarantee shall be revived and reinstated as provided in ARTICLES FIFTEEN if the Guarantee had not been terminated until such time as such amounts on the Securities and FOUR, respectively, all other obligations of the Indenture with respect to a series of Notes or (ii) a series of Notes ceasing to be Outstanding, each of the Guarantors shall be deemed to be released from all its obligations Company under the Indenture with respect to such series of Notes are paid in full, and the Guarantees of Successor Issuer shall enter into an amendment to the Guarantee evidencing such series of Notes shall be of no further force or effectrevival and reinstatement.

Release of Guarantee. (a) Notwithstanding anything to the contrary in this ARTICLE 3Article Sixteen, if the Guarantee of a Guarantor shall be released: (i) if such Guarantor shall cease to be a subsidiary Subsidiary of the Company or Partnership, (ii) shall no longer be in connection with any sale or other disposition of all or substantially all of the properties or assets of such Guarantor (xincluding by way of merger or consolidation) to a Person that is not a Subsidiary of an obligor on, or issuer of, any capital markets debt securities Issuer or (yiii) a guarantor at such time as such Guarantor ceases to guarantee any other indebtedness of the Issuers or any capital markets debt securities issued by the Company or the other Guarantor, provided that such Guarantor is then no longer an obligor with respect to any indebtedness in each case other than the Notes, then, if excess of $50.0 million in aggregate principal amount. If no Event of Default or event which the giving of notice or passage of time or both would constitute an Event of Default shall have occurred and be continuing, such Guarantor, upon giving notice to the Trustee (contained in an Officer’s Certificate) to the effect that any of the conditions described in the foregoing effectclauses (i) through (iii) has occurred, shall be deemed to be released from all of its obligations under the this Indenture, and the Guarantees its Guarantee shall be of no further force or effect with respect to such Guarantor. Following the receipt by the Trustee of any such notice, the Company Issuers shall cause the this Indenture to be amended as provided in Section 901 of the Indenture901(15) hereof with respect to such Guarantor; provided, however, that the failure to so amend the this Indenture shall not affect the validity of the termination of the Guarantees with respect to such Guarantor. (b) . In addition, upon (i) the exercise occurrence of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the this Indenture or a defeasance as provided in ARTICLES FIFTEEN Section 401 and FOUR, respectively, of the Indenture Section 402 hereof with respect to the Securities of a series of Notes or (ii) guaranteed by a series of Notes ceasing to be OutstandingGuarantor, each of the Guarantors such Guarantor shall be deemed to be released from all its obligations under this Indenture and the Indenture Guarantees with respect to such series of Notes and the such Guarantees of such series of Notes shall be of no further force or effect.

Release of Guarantee. The Note Guarantee of a Guarantor will terminate upon (a1) Notwithstanding anything any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the contrary in this ARTICLE 3Company or a Restricted Subsidiary of the Company, if the sale or other disposition is otherwise permitted by the Indenture; (2) in connection with any sale, issuance or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale, issuance or other disposition complies with Section 4.16 and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale, issuance or other disposition; (3) if the Company designates any of its Restricted Subsidiaries that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; (i4) in the event that such Guarantor was required to become a Guarantor under the provisions of the covenant described under “Additional Note Guarantees” by virtue of clause (ii) thereof, at such time as such Guarantor shall cease to be a subsidiary Guarantee any Indebtedness of the Company or any other Guarantor; or (ii5) shall no longer be (x) an obligor onupon legal defeasance, covenant defeasance or issuer ofsatisfaction or discharge of the Notes, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued as provided in Article 8. Upon delivery by the Company or the other Guarantor, in each case other than the Notes, then, if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving notice to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, shall be deemed the Trustee will execute any documents reasonably required in order to be released evidence the release of the Guarantor from all of its obligations under the Indenture, and the Guarantees shall be of no further force or effect with respect to such Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the termination of the Guarantees with respect to such Guarantorits Note Guarantee. (b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FIFTEEN and FOUR, respectively, of the Indenture with respect to a series of Notes or (ii) a series of Notes ceasing to be Outstanding, each of the Guarantors shall be deemed to be released from all its obligations under the Indenture with respect to such series of Notes and the Guarantees of such series of Notes shall be of no further force or effect.

Release of Guarantee. (a) Notwithstanding anything to the contrary in this ARTICLE 3II, if a Guarantor (i) shall cease to be a subsidiary Subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other Guarantor, in each case other than the NotesCurrently Outstanding Securities or any other series of capital market debt securities of the Company outstanding on, thenand for which such Guarantor is giving a guarantee, the date hereof, then if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Guarantees shall be of no further force or effect with respect to such Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the termination of the Guarantees with respect to such Guarantor. (b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FIFTEEN FOURTEEN and FOUR, respectively, of the Indenture with respect to a series of Notes Currently Outstanding Securities, or (ii) a series of Notes Currently Outstanding Securities ceasing to be Outstanding, each of the Guarantors shall be deemed to be released from all its obligations under the Indenture with respect to such series of Notes Currently Outstanding Securities and the Guarantees of such series of Notes Currently Outstanding Securities shall be of no further force or effect.

Release of Guarantee. (a) Notwithstanding anything to the contrary in this ARTICLE 3II, if a the New Guarantor (i) shall cease to be a subsidiary Subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other GuarantorGuarantors, in each case other than the NotesCurrently Outstanding Securities or any other series of capital market debt securities of the Company outstanding on, thenand for which the New Guarantor is giving a guarantee, the date hereof, then if no Default or Event of Default shall have occurred and be continuing, such the New Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Guarantees Magellan Guarantee shall be of no further force or effect with respect to such the New Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended and supplemented as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the release and termination of the Guarantees Magellan Guarantee with respect to such the New Guarantor. (b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FIFTEEN and FOUR, respectively, of the Indenture with respect to a series of Notes Currently Outstanding Securities, or (ii) a series of Notes Currently Outstanding Securities ceasing to be Outstanding, each of the Guarantors New Guarantor shall be deemed to be released from all its obligations under the Indenture with respect to such series of Notes Currently Outstanding Securities and the Guarantees Magellan Guarantee of such series of Notes Currently Outstanding Securities shall be of no further force or effect.

Release of Guarantee. (a) Notwithstanding anything to the contrary in provisions of Section 8.02 of this ARTICLE 3Eleventh Supplemental Indenture, if a Guarantor (i) shall cease to be a subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other Guarantor, in each case other than the Notes, then, if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be automatically and unconditionally released from all of its obligations under the Indenture, and indenture upon: (a) the Guarantees shall be sale or other disposition of no further force or effect with respect to such Guarantor. Following ; (b) the receipt by sale or disposition of all or substantially all of the Trustee assets of any such notice, Guarantor; (c) the Company shall cause Company’s exercise of its legal defeasance option or its covenant defeasance option as described in Article 10 of the Base Indenture or if the Company’s obligations under the Indenture to be amended as provided are discharged in Section 901 accordance with the terms of the Indenture; or (d) delivery of an Officer’s Certificate to the Trustee that such Guarantor does not guarantee the obligations of the Company under any indebtedness for money borrowed of the Company and that any other guarantees of such Guarantor have been released other than through discharges as a result of payment by such Guarantor on such guarantees, provided, however, that in the failure to so amend the Indenture shall not affect the validity case of the termination of the Guarantees with respect to such Guarantor. clauses (a) and (b) In additionabove, upon (i1) the exercise of the legal defeasance such sale or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FIFTEEN and FOUR, respectively, of the Indenture with respect other disposition is made to a series Person other than the Company or one of Notes its subsidiaries and (2) such sale or (ii) a series disposition is otherwise permitted by the Indenture. Upon any such occurrence specified in this Section 8.03, at the Company’s request, and upon delivery to the Trustee of Notes ceasing to be Outstandingan Officer’s Certificate and an Opinion of Counsel, each of the Guarantors shall be deemed to be released from stating that all its obligations conditions precedent under the Indenture with respect relating to such series of Notes and release have been complied with, the Guarantees of Trustee shall execute any documents reasonably requested by the Company evidencing such series of Notes shall be of no further force or effectrelease.

Release of Guarantee. (a) Notwithstanding anything to the contrary in this ARTICLE 3Article XII, if a the Guarantor (i) shall cease to be a subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other Guarantor, in each case Funded Debt other than the Notes, then, if and so long as no Default or Event of Default shall have occurred and or be continuing, such the Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, this Indenture and the Guarantees Guarantee shall be of no further force or effect with respect to such Guarantoreffect. Following the receipt by the Trustee of any such notice, the Company Partnership shall cause the this Indenture to be amended as provided in Section 901 of the Indenture9.01; provided, however, that the failure to so amend the this Indenture shall not affect the validity of the termination of the Guarantees with respect to such Guarantor. (b) In addition, upon (i) the exercise Guarantee of the legal defeasance or covenant defeasance option or Guarantor. Dated as of March 21, 2001 ISSUER: NORTHERN BORDER PARTNERS, L.P. By: ---------------------------------------- Name: Title: GUARANTOR: NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP By: ---------------------------------------- Name: Title: TRUSTEE: BANK ONE TRUST COMPANY, N.A. By: ---------------------------------------- Name: Title: FORM OF GUARANTEE The Guarantor (which term includes any successor person under the satisfaction Indenture), has fully, unconditionally and discharge absolutely guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the Notes and all other amounts due and payable under the Indenture and the Notes by the Partnership. The obligations of the Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XII of the Indenture as provided in ARTICLES FIFTEEN and FOUR, respectively, reference is hereby made to the Indenture for the precise terms of the Indenture with respect to a series of Notes or (ii) a series of Notes ceasing to be Outstanding, each of the Guarantors shall be deemed to be released from all its obligations under the Indenture with respect to such series of Notes and the Guarantees of such series of Notes shall be of no further force or effectGuarantee.

Release of Guarantee. Any Guarantee other than the Guarantee of the General Partner shall be automatically and unconditionally released (a) Notwithstanding anything to without the contrary in this ARTICLE 3, if a Guarantor requirement of any further action by the Trustee): (i) shall cease upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the Capital Stock or other interests of such Guarantor (other than to the Company or any Affiliate of the Company); (ii) upon the sale or disposition of all or substantially all the property of such Guarantor (other than to any Affiliate of the Company); or (iii) if at any time when no Event of Default has occurred and is continuing with respect to the Series of Securities, such Guarantor no longer guarantees (or which guarantee is being simultaneously released or will be a subsidiary immediately released after the release of the Guarantor) any other debt of the Company or (ii) any Affiliate of the Company. A Guarantee also shall no longer be (x) an obligor onreleased with respect to a Guaranteed Series of Securities as provided in the Board Resolution, supplemental indenture or issuer ofOfficer’s Certificate delivered pursuant to Section 2.2. Any Guarantee, any capital markets debt securities or (y) with respect to a guarantor Guaranteed Series of any capital markets debt securities issued by Securities, also will be released if the Company exercises its legal defeasance or the other Guarantor, in each case other than the Notes, then, if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Guarantees shall be of no further force or effect covenant defeasance option with respect to such Guarantor. Following Series as set forth in Article VIII, or if the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the termination of the Guarantees with respect to such Guarantor. (b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FIFTEEN and FOUR, respectively, of the Indenture with respect to a series of Notes or (ii) a series of Notes ceasing to be Outstanding, each of the Guarantors shall be deemed to be released from all its Company’s obligations under the this Indenture with respect to such series Series are discharged as set forth in Section 8.4. The Company will give written notice as promptly as practicable to the Trustee of Notes the automatic release of any Guarantee pursuant to this Section 10.4. At the Company’s request, the Trustee will execute and deliver any documents, instructions or instruments evidencing such release upon receipt of an Officer’s Certificate and an Opinion of Counsel (which the Guarantees of Trustee will be fully protected in relying upon) stating that such series of Notes shall be of no further force documents, instructions or effectinstruments are permitted or authorized by this Indenture.

Release of Guarantee. (a) Notwithstanding anything to the contrary in this ARTICLE 3II, if a the New Guarantor (i) shall cease to be a subsidiary Subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other GuarantorExisting Guarantors, in each case other than the NotesCurrently Outstanding Securities or any other series of capital market debt securities of the Company outstanding on, thenand for which the New Guarantor is giving a guarantee, on the date hereof, then if no Default or Event of Default shall have occurred and be continuing, such the New Guarantor, upon giving written notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Guarantees Magellan Guarantee shall be of no further force or effect with respect to such the New Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the termination of the Guarantees Magellan Guarantee with respect to such the New Guarantor. (b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FIFTEEN FOURTEEN and FOUR, respectively, of the Indenture with respect to a series of Notes Currently Outstanding Securities, or (ii) a series of Notes Currently Outstanding Securities ceasing to be Outstanding, each of the Guarantors New Guarantor shall be deemed to be released from all its obligations under the Indenture with respect to such series of Notes Currently Outstanding Securities and the Guarantees Magellan Guarantee of such series of Notes Currently Outstanding Securities shall be of no further force or effect.

Release of Guarantee. (a) Notwithstanding anything to the contrary in this ARTICLE 3, if a Guarantor (i) shall cease to be a subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other Guarantor, in each case other than the Additional Notes, then, if no Default or Event of Default shall have occurred and be continuing, such Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, and the Guarantees shall be of no further force or effect with respect to such Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided in Section 901 of the Indenture; provided, however, that the failure to so amend the Indenture shall not affect the validity of the termination of the Guarantees with respect to such Guarantor. (b) In addition, upon (i) the exercise of the legal defeasance or covenant defeasance option or the satisfaction and discharge of the Indenture as provided in ARTICLES FIFTEEN and FOUR, respectively, of the Indenture with respect to a series of Notes or (ii) a series of Notes ceasing to be Outstanding, each of the Guarantors shall be deemed to be released from all its obligations under the Indenture with respect to such series of Notes and the Guarantees of such series of Notes shall be of no further force or effect.

Release of Guarantee. (a) Notwithstanding anything to the contrary in this ARTICLE 3Article XII, if a in the event that the Guarantor (i) shall cease to be a subsidiary of the Company or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by the Company or the other Guarantor, in each case Funded Debt other than the Notes, then, if and so long as no Default or Event of Default shall have occurred and or be continuing, such the Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations under the Indenture, this Indenture and the Guarantees Guarantee shall be of no further force or effect with respect to such Guarantoreffect. Following the receipt by the Trustee of any such notice, the Company Partnership shall cause the this Indenture to be amended as provided in Section 901 of the Indenture9.01; provided, however, that the failure to so amend the this Indenture shall not affect the validity of the termination of the Guarantees with respect to such Guarantor. (b) In addition, upon (i) the exercise Guarantee of the legal defeasance or covenant defeasance option or Guarantor. SIGNATURES Dated as of June 2, 2000 ISSUER: NORTHERN BORDER PARTNERS, L.P. By: /s/ Jerry L. Peters ------------------------------------------- Xxxx: Xxxxy L. Peters Title: Chief Financial and Accounting Xxxxxer GUARANTOR: NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP By: /s/ Jerry L. Peters ------------------------------------------- Xxxx: Xxxxy L. Peters Title: Chief Financial and Accounting Xxxxxer TRUSTEE: BANK ONE TRUST COMPANY, N.A. By: /s/ John R. Prendiville ------------------------------------------- Xxxx: Xxxx R. Prendiville Title: Authorized Officer FORM OF GUARANTEE The Guarantor (which term includes any successor person under the satisfaction Indenture), has fully, unconditionally and discharge absolutely guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the Notes and all other amounts due and payable under the Indenture and the Notes by the Partnership. The obligations of the Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XII of the Indenture as provided in ARTICLES FIFTEEN and FOUR, respectively, reference is hereby made to the Indenture for the precise terms of the Indenture with respect Guarantee. NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP By: /s/ Jerry L. Peters ---------------------------- Name: Jerry L. Peters Xxxxx: Xxxef Financial and Accounting Officer EXHIBIT A (FACE OF NOTE) CUSIP: 664785 AA 0 87/8% Senior Notes due 2010, [Series A] No. $ ------------- ---------------- NORTHERN BORDER PARTNERS, L.P. promises to a series pay to or registered assigns, the principal sum of Notes or (ii) a series of Notes ceasing to be OutstandingDOLLARS AND NO CENTS ---------------------------------------------------------- on June 15, each 2010. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 NORTHERN BORDER PARTNERS, L.P. By: --------------------------- Name: Title: This is one of the Guarantors Notes referred to in the within-mentioned Indenture: BANK ONE TRUST COMPANY, N.A. as Trustee By: --------------------------- Name: Title: Dated: , 2000 (Back of Note) 87/8% Senior Notes due 2010, [Series A] (1) [THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB") OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI")), (2) AGREES THAT IT WILL NOT RESELL, OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO NORTHERN BORDER PARTNERS, L.P. OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (D) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE WITH A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE TRANSFER AGENT THAT SUCH TRANSFER IS IN --------- (1) This should be included only if the Note is issued in global form. COMPLIANCE WITH THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO NORTHERN BORDER PARTNERS, L.P.), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.] (2) Capitalized terms used herein shall be deemed have the meanings assigned to be released from all its obligations under them in the Indenture with respect referred to such series of Notes and the Guarantees of such series of Notes shall be of no further force or effectbelow unless otherwise indicated.

Release of Guarantee. Each holder of a Note acknowledges and agrees that a Guarantee by a Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged upon: (i) any sale, exchange, disposition or transfer (including through consolidation, merger or otherwise) of (a) Notwithstanding anything the Capital Stock of such Guarantor, after which such Guarantor is no longer a Restricted Subsidiary, or (b) all or substantially all the assets of such Guarantor (including to the contrary Issuer or another Guarantor), which sale, exchange, disposition or transfer in each case is not prohibited by the applicable provisions of this ARTICLE 3, if a Guarantor (i) shall cease to be a subsidiary of the Company or Agreement; (ii) shall no longer be (x) an obligor on, the release or issuer of, any capital markets debt securities or (y) a guarantor discharge of any capital markets debt securities issued by such other guarantee that resulted in the Company or the other Guarantorcreation of such guarantee, in each case other than except a release, discharge or termination by or as a result of payment under such guarantee; (iii) the Notes, then, if no Default or Event permitted designation of Default shall have occurred and be continuing, such Guarantor, upon giving notice any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to the Trustee to provisions of this Agreement; (iv) the foregoing effectconsolidation or merger of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such consolidation or merger, shall be deemed to be released from or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; or (v) the discharge of obligations under of the Indenture, and the Guarantees shall be of no further force or effect Guarantors with respect to such Guarantor. Following the receipt by the Trustee of any such notice, the Company shall cause the Indenture to be amended as provided in Section 901 their Guarantees of the Indenture; provided, however, that Notes or the failure to so amend the Indenture shall not affect the validity discharge of the termination of the Guarantees Company’s obligations with respect to such Guarantor. (b) In additionthe negative covenants of this agreement in accordance with the terms of this Agreement. Notwithstanding the foregoing, upon (i) any guarantee by Holdings, CPQ or any other direct or indirect parent company may be automatically and unconditionally released and discharged for any reason. Each holder acknowledges that the exercise Guarantee by Holdings and its subsidiary, CPQ, are being provided solely for the purpose of allowing the Company to satisfy its reporting obligations under this Agreement by furnishing financial information relating to Holdings instead of the legal defeasance or covenant defeasance option or Company. Neither Holdings nor CPQ will be subject to the satisfaction and discharge of the Indenture as provided restrictive covenants in ARTICLES FIFTEEN and FOUR, respectively, of the Indenture with respect to a series of Notes or (ii) a series of Notes ceasing to be Outstanding, each of the Guarantors shall be deemed to be released from all its obligations under the Indenture with respect to such series of Notes and the Guarantees of such series of Notes shall be of no further force or effectthis Agreement.