-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lron9RevOhqfWb4/OxZJYHZWceSVi3RRQ3EFnnM4bdW4LMfblQ1Qyr9QvYS45Dms 1U36Jac9KcHNFuS+uJmkww== 0000909281-99-000003.txt : 19990325 0000909281-99-000003.hdr.sgml : 19990325 ACCESSION NUMBER: 0000909281-99-000003 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN BORDER PARTNERS LP CENTRAL INDEX KEY: 0000909281 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 931120873 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-12202 FILM NUMBER: 99571916 BUSINESS ADDRESS: STREET 1: 1400 SMITH ST STREET 2: C/O ENRON BLDG CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138536161 MAIL ADDRESS: STREET 1: 1400 SMITH ST STREET 2: ENRON BUILDING RM 4524 CITY: HOUSTON STATE: TX ZIP: 77002 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ Amendment No. 1 F O R M 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 Commission file number: 1-12202 NORTHERN BORDER PARTNERS, L.P. (Exact name of registrant as specified in its charter) DELAWARE 93-1120873 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1400 Smith Street, Houston, Texas 77002-7369 (Address of principal executive offices)(zip code) Registrant's telephone number, including area code: 713-853-6161 ___________________ Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Units New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to be the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X Aggregate market value of the Common Units held by non- affiliates of the registrant, based on closing prices in the daily composite list for transactions on the New York Stock Exchange on March 1, 1999, was approximately $817,270,000. PART III ITEM 12, ITEM 13 AND ITEM 14 TO THE REGISTRANT'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 ARE HEREBY AMENDED AND RESTATED IN THEIR ENTIRETY AS SET FORTH BELOW. Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth the beneficial ownership of the voting securities of the Partnership as of February 10, 1999 by the Partnership's executive officers, members of the Partnership Policy Committee and the Audit Committee and certain beneficial owners. Other than as set forth below, no person is known by the General Partners to own beneficially more than 5% of the voting securities.
Amount and Nature of Beneficial Ownership Common Units Number Percent of Units1/ of Class Larry L. DeRoin 10,000 * Jerry L. Peters 1,300 * Stanley C. Horton - Brian E. O'Neill - Daniel P. Whitty - Gerald B. Smith - The Williams Companies, Inc.2/ 1,123,500 3.8 One Williams Center Tulsa, OK 74101-3288 Enron Corp.2/ 1400 Smith Street Houston, TX 77002 3,210,000 10.9 Duke Energy Corp.2/ 422 So. Church St. Charlotte, NC 88242-0001 2,086,500 7.1 * Less than 1%. 1/ All units involve sole voting and investment power. 2/ Indirect ownership through their subsidiaries.
Item 13. Certain Relationships and Related Transactions The Partnership has extensive ongoing relationships with the General Partners. Such relationships include the following: (i) Northern Plains provides, in its capacity as the operator of the Pipeline System, certain tax, accounting and other information to the Partnership, and (ii) NBP Services, an affiliate of Enron, assists the Partnership in connection with the operation and management of the Partnership pursuant to the terms of an Administrative Services Agreement between the Partnership and NBP Services. In addition, Northern Border Pipeline, in which the Partnership owns a 70% general partner interest, has extensive ongoing relationships with the General Partners and certain of their affiliates and with affiliates of TransCanada. Northern Plains, a General Partner and affiliate of Enron, has acted (since 1980), and will continue to act, as the operator of the Pipeline System pursuant to the terms of an Operating Agreement between Northern Plains and Northern Border Pipeline. Enron Engineering & Construction Company ("EE&CC"), an affiliate or Enron, provided project management for the construction of The Chicago Project pursuant to a Project Management Agreement between Northern Plains and EE&CC. In addition, as of February 1, 1999, (i) ECT, an affiliate of Enron, is a transportation customer of Northern Border Pipeline, which is obligated to pay 5% of Northern Border Pipeline's annual cost of service; (ii) Northern Natural, an affiliate of Enron, provides a financial guaranty for a portion (300 MMCFD) of the transportation capacity held by PAGUS, which represents 11% of Northern Border Pipeline's annual cost of service; (iii) TransCanada Gas Services Inc. ("TransCanada Gas Services"), an affiliate of TransCanada, is a transportation customer of Northern Border Pipeline which is obligated to pay 11% of Northern Border Pipeline's annual cost of service pursuant to a transportation contract with Northern Border Pipeline wherein TransCanada Gas Services acts as the agent of its parent, TransCanada and (vi) Transco, an affiliate of Williams, is a transportation customer of Northern Border Pipeline which is obligated to pay 1% of Northern Border Pipeline's annual cost of service. The Partnership Policy Committee, whose members are designated by the three General Partners, establishes the business policies of the Partnership. The Partnership has three representatives on the Northern Border Management Committee, each of whom votes a portion of the Partnership's 70% interest on the Northern Border Management Committee. These representatives are also designated by the General Partners. The Partnership's interests could conflict with the interests of the General Partners or their affiliates, and in such case the members of the Partnership Policy Committee will generally have a fiduciary duty to resolve such conflicts in a manner that is in the Partnership's best interest. Northern Border Pipeline's interests could conflict with the Partnership's interest or the interest of TransCanada and their affiliates, and in such case the Partnership's representatives on the Northern Border Management Committee will generally have a fiduciary duty to resolve such conflicts in a manner that is in the best interest of Northern Border Pipeline. The Partnership's fiduciary duty as a general partner of Northern Border Pipeline may restrict the Partnership from taking actions that might be in the Partnership's best interest but in conflict with the fiduciary duty that the Partnership's representatives or the Partnership owe to TransCanada. Unless otherwise provided for in a partnership agreement, the laws of Delaware and Texas generally require a general partner of a partnership to adhere to fiduciary duty standards under which it owes its partners the highest duties of good faith, fairness and loyalty. Similar rules apply to persons serving on the Partnership Policy Committee or the Northern Border Management Committee. Because of the competing interests identified above, the Partnership's Partnership Agreement and the partnership agreement for Northern Border Pipeline contain provisions that modify certain of these fiduciary duties. For example: * The Partnership Agreement states that the General Partners, their affiliates and their officers and directors will not be liable for damages to the Partnership, its limited partners or their assignees for errors of judgment or for any acts or omissions if the General Partners and such other persons acted in good faith. * The Partnership Agreement allows the General Partners and the Partnership Policy Committee to take into account the interests of parties in addition to the Partnership's interest in resolving conflicts of interest. * The Partnership Agreement provides that the General Partners will not be in breach of their obligations under the Partnership Agreement or their duties to the Partnership or its unitholders if the resolution of a conflict is fair and reasonable to the Partnership. The latitude given in the Partnership Agreement in connection with resolving conflicts of interest may significantly limit the ability of a unitholder to challenge what might otherwise be a breach of fiduciary duty. * The Partnership Agreement provides that a purchaser of Common Units is deemed to have consented to certain conflicts of interest and actions of the General Partners and their affiliates that might otherwise be prohibited and to have agreed that such conflicts of interest and actions do not constitute a breach by the General Partners of any duty stated or implied by law or equity. * The Partnership's Audit Committee will, at the request of a General Partner or a member of the Partnership Policy Committee, review conflicts of interest that may arise between a General Partner and its affiliates (or the member of the Partnership Policy Committee designated by it), on the one hand, and the unitholders or the Partnership, on the other. Any resolution of a conflict approved by the Audit Committee is conclusively deemed fair and reasonable to the Partnership. The Partnership is required to indemnify the members of the Partnership Policy Committee and General Partners, their affiliates and their respective officers, directors, employees, agents and trustees to the fullest extent permitted by law against liabilities, costs and expenses incurred by any such person who acted in good faith and in a manner reasonably believed to be in, or (in the case of a person other than one of the General Partners) not opposed to, the Partnership's best interests and with respect to any criminal proceedings, had no reasonable cause to believe the conduct was unlawful. The Partnership, the General Partners and TransCanada have entered into an agreement relating to a proposed public offering by a TransCanada affiliate. On December 30, 1998, TC PipeLines, LP ("TCP") filed a registration statement with the SEC indicating that it intends to make a public offering of its limited partner interests and stating that initially its only substantial asset will be the 30% general partner interest in Northern Border Pipeline now owned by subsidiaries of TransCanada. On March 18, 1999, the Partnership, Northern Border Pipeline, the General Partners, TCP and the TransCanada subsidiaries entered into an agreement that provides for, among other things, the consent to the transfer of TransCanada's 30% general partner interest to TCP or its subsidiary upon the closing of the public offering contemplated by TCP's registration statement. The agreement also provides that, upon the closing of the TCP public offering, TransCanada will return to the General Partners the $11 million that the General Partners paid to TransCanada in 1993 upon closing of the Partnership's initial public offering. That amount was paid by the General Partners at the time of closing of the Partnership's initial public offering in connection with obtaining TransCanada's consent to the transfer to the Partnership by the General Partners of their 70% general partner interest in Northern Border Pipeline. Also pursuant to the agreement entered into on March 18, 1999, the Partnership and the TransCanada subsidiaries agreed to amend the partnership agreement for Northern Border Pipeline to provide that TransCanada, its affiliates and their transferees will not have any duty to offer business opportunities to Northern Border Pipeline, with certain exceptions. The amendment will also relieve the Partnership from any duty to offer to Northern Border Pipeline certain business opportunities that come to the Partnership's attention. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a)(1) and (2) Financial Statements and Financial Statement Schedules See "Index to Financial Statements" set forth on page F-1. (a)(3) Exhibits * 3.1 Form of Amended and Restated Agreement of Limited Partnership of Northern Border Partners, L.P. (Exhibit 3.1 No. 2 to the Partnership's Form S-1 Registration Statement, Registration No. 33-66158 ("Form S-1")). *10.1 Form of Amended and Restated Agreement of Limited Partnership For Northern Border Intermediate Limited Partnership (Exhibit 10.1 to Form S-1). *10.2 Northern Border Pipeline Company General Partnership Agreement between Northern Plains Natural Gas Company, Northwest Border Pipeline Company, Pan Border Gas Company, TransCanada Border Pipeline Ltd. and TransCan Northern Ltd., effective March 9, 1978, as amended (Exhibit 10.2 to Form S-1). *10.3 Operating Agreement between Northern Border Pipeline Company and Northern Plains Natural Gas Company, dated February 28, 1980 (Exhibit 10.3 to Form S-1). *10.4 Administrative Services Agreement between NBP Services Corporation, Northern Border Partners, L.P. and Northern Border Intermediate Limited Partnership (Exhibit 10.4 to Form S-1). *10.5 Note Purchase Agreement between Northern Border Pipeline Company and the parties listed therein, dated July 15, 1992 (Exhibit 10.6 to Form S-1). *10.5.1 Supplemental Agreement to the Note Purchase Agreement dated as of June 1, 1995 (Exhibit 10.6.1 to the Partnership's Annual Report on Form 10-K for the year ended December 31, 1995 ("1995 10-K")). *10.6 Guaranty made by Panhandle Eastern Pipeline Company, dated October 31, 1992 (Exhibit 10.9 to Form S-1). *10.7 Northern Border Pipeline Company U.S. Shippers Service Agreement between Northern Border Pipeline Company and Enron Gas Marketing, Inc., dated June 22, 1990 (Exhibit 10.10 to Form S-1). *10.7.1 Amended Exhibit A to Northern Border Pipeline Company U.S. Shippers Service Agreement between Northern Border Pipeline Company and Enron Gas Marketing, Inc. (Exhibit 10.10.1 to the Partnership's Annual Report on Form 10-K for the year ended December 31, 1993 ("1993 10-K")). *10.7.2 Amended Exhibit A to Northern Border Pipeline U.S. Shippers Service Agreement between Northern Border Pipeline Company and Enron Gas Marketing, Inc., effective November 1, 1994 (Exhibit 10.10.2 to the Partnership's Annual Report on Form 10-K for the year ended December 31, 1994). *10.7.3 Amended Exhibit A's to Northern Border Pipeline Company U.S. Shipper Service Agreement effective, August 1, 1995 and November 1, 1995 (Exhibit 10.10.3 to 1995 10-K). *10.7.4 Amended Exhibit A to Northern Border Pipeline Company U.S. Shipper Service Agreement effective April l, 1998 (Exhibit 10.10.4 to the Partnership's Annual Report on Form 10-K for the year ended December 31, 1997 ("1997 10-K")). *10.8 Guaranty made by Northern Natural Gas Company, dated October 7, 1993 (Exhibit 10.11.1 to 1993 10-K). *10.9 Guaranty made by Northern Natural Gas Company, dated October 7, 1993 (Exhibit 10.11.2 to 1993 10-K) *10.10 Northern Border Pipeline Company U.S. Shippers Service Agreement between Northern Border Pipeline Company and Western Gas Marketing Limited, as agent for TransCanada PipeLines Limited, dated December 15, 1980 (Exhibit 10.13 to Form S-1). *10.10.1 Amendment to Northern Border Pipeline Company Service Agreement extending the term effective November 1, 1995 (Exhibit 10.13.1 to 1995 10-K). *10.11 Form of Seventh Supplement Amending Northern Border Pipeline Company General Partnership Agreement (Exhibit 10.15 to Form S-1). *10.12 Northern Border Pipeline Company U.S. Shippers Service Agreement between Northern Border Pipeline Company and Transcontinental Gas Pipe Line Corporation, dated July 14, 1983, with Amended Exhibit A effective February 11, 1994 (Exhibit 10.17 to 1995 10-K). *10.13 Form of Credit Agreement among Northern Border Pipeline Company, The First National Bank of Chicago, as Administrative Agent, The First National Bank of Chicago, Royal Bank of Canada, and Bank of America National Trust and Savings Association, as Syndication Agents, First Chicago Capital Markets, Inc., Royal Bank of Canada, and BancAmerica Securities, Inc, as Joint Arrangers and Lenders (as defined therein) dated as of June 16, 1997 (Exhibit 10(c) to Amendment No. 1 to Form S-3, Registration Statement No. 333-40601 ("Form S- 3")). *10.14 Form of Credit Agreement among Northern Border Partners, L.P., Canadian Imperial Bank of Commerce, as Agent and Lenders (as defined therein) dated as of November 6, 1997 (Exhibit 10(d) to Amendment No. 1 to Form S-3). *10.15 Northern Border Pipeline Company U.S. Shippers Service Agreement between Northern Border Pipeline Company and Enron Capital & Trade Resources Corp. dated October 15, 1997 (Exhibit 10.21 to 1997 10-K). *10.16 Northern Border Pipeline Company U.S. Shippers Service Agreement between Northern Border Pipeline Company and Enron Capital & Trade Resources Corp. dated October 15, 1997 (Exhibit 10.22 to 1997 10-K). *10.17 Northern Border Pipeline Company U.S. Shippers Service Agreement between Northern Border Pipeline Company and Enron Capital & Trade Resources Corp. dated August 5, 1997 with Amendment dated September 25, 1997 (Exhibit 10.25 to 1997 10-K). *10.18 Northern Border Pipeline Company U.S. Shippers Service Agreement between Northern Border Pipeline Company and Enron Capital & Trade Resources Corp. dated August 5, 1997 (Exhibit 10.26 to 1997 10-K). *10.19 Northern Border Pipeline Company U.S. Shippers Service Agreement between Northern Border Pipeline Company and TransCanada Gas Services Inc., as agent for TransCanada PipeLines Limited dated August 5, 1997 (Exhibit 10.27 to 1997 10-K). *10.20 Northern Border Pipeline Company U.S. Shippers Service Agreement between Northern Border Pipeline Company and TransCanada Gas Services Inc., as agent for TransCanada PipeLines Limited dated August 5, 1997 (Exhibit 10.28 to 1997 10-K). 10.21 Northern Border Pipeline Company Agreement among Northern Plains Natural Gas Company, Pan Border Gas Company, Northwest Border Pipeline Company, TransCanada Border PipeLine Ltd., TransCan Northern Ltd., Northern Border Intermediate Limited Partnership, Northern Border Partners, L.P., and the Management Committee of Northern Border Pipeline, dated as of March 17, 1999. 21 The subsidiaries of Northern Border Partners, L.P. are Northern Border Intermediate Limited Partnership, Northern Border Pipeline Company, Black Mesa Holdings, Inc., Black Mesa Pipeline, Inc., Black Mesa Pipeline Operations L.L.C. Williams Technologies, Inc. and Williams Technologies L.L.C. *23.01 Consent of Arthur Andersen LLP (Exhibit 23.01 to the Partnership's Annual Report on Form 10-K for the year ended December 31, 1998). *99.1 Northern Plains Natural Gas Company Phantom Unit Plan (Exhibit 99.1 to Form S-8, Registration No. 333- 66949). *Indicates exhibits incorporated by reference as indicated; all other exhibits are filed herewith. (b)Reports No reports on Form 8-K were filed by the Partnership during the last quarter of 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K/A amending it's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 to be signed on its behalf by the undersigned, thereunto duly authorized on this 24th day of March, 1999. NORTHERN BORDER PARTNERS, L.P. (A Delaware Limited Partnership) By: LARRY L. DEROIN Larry L. DeRoin Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934 this Form 10-K/A amending it's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date LARRY L. DEROIN Chief Executive Officer and March 24, 1999 Larry L. DeRoin Chairman of the Partnership Policy Committee (Principal Executive Officer) STANLEY C. HORTON Member of Partnership Policy March 24, 1999 Stanley C. Horton Committee BRIAN E. O'NEILL Member of Partnership Policy March 24, 1999 Brian E. O'Neill Committee JERRY L. PETERS Chief Financial and March 24, 1999 Jerry L. Peters Accounting Officer EX-10 2 MATERIAL CONTRACTS EXHIBIT 10.21 Northern Border Pipeline Company Agreement Further to the Letter Agreement dated September 4, 1996 between TransCanada PipeLines Limited, Northern Plains Natural Gas Company, Pan Border Gas Company and Northwest Border Pipeline Company (the "Letter Agreement") and in consideration of the covenants and agreements contained herein each of the undersigned agrees as follows: 1. Cash Payment Concurrently with the closing of an initial public offering of common units (the "IPO") by TC PipeLines, LP, a master limited partnership ("TC PipeLines") formed by TransCan Northern Ltd. and TransCanada Border PipeLine Ltd. (the "TransCanada Participants"), the TransCanada Participants agree to make a cash payment of $11 million (U.S.) to Northern Plains Natural Gas Company, Pan Border Gas Company and Northwest Border Pipeline Company (the "Enron/Williams Participants"). This payment is the same amount that was paid to the TransCanada Participants in 1993 in consideration for their agreement to permit the Enron/Williams Participants to form Northern Border Partners, L.P. (Northern Border Partners) and to offer interests therein to the public. The payment shall be allocated as follows:
% U.S. $ Northern Plains Natural Gas Company 50.0 5,500,000 Pan Border Gas Company 32.5 3,575,000 Northwest Border Pipeline Company 17.5 1,925,000 100.0 11,000,000
2. Amendment of Partnership Agreement The TransCanada Participants and Northern Border Intermediate Limited Partnership ("NBILP") agree to amend Sections 1, 8.2.1 and 8.2.5 of the General Partnership Agreement (the "Partnership Agreement") of Northern Border Pipeline Company (the "Partnership") to give effect to the change in ownership of general partner interests in the Partnership from the TransCanada Participants to TC PipeLines or any of its subsidiaries as contemplated in the prospectus filed on December 30, 1998 (the "IPO Prospectus") with the Securities and Exchange Commission (the "SEC") and to amend Section 10.6 to provide reciprocal rights to NBILP with respect to a transfer of the general partner interest in the TransCanada Participants' transferee. Further, the TransCanada Participants and NBILP agree to amend the Partnership Agreement to add the following provision: 9.3 Business Opportunities. The Partners and their Affiliates are free to pursue any business opportunity without first offering such business opportunity to the Partnership (and such pursuit shall not be a breach of any duty to the Partnership or to any other partner), except that no Partner and no Affiliate of a Partner may pursue the project known as Project 2000 filed with the Federal Energy Regulatory Commission in Docket No. CP99-21 or any business opportunity that consists of an expansion, addition, betterment, improvement, renewal or replacement of the Line as it exists on January 15, 1999 (the "Effective Date") unless the party desiring to pursue such opportunity first offers to the Partnership the opportunity to pursue such business opportunity and the Partnership declines to do so. The terms "expansion, addition, betterment, improvement, renewal or replacement" shall not include any extension of the Line beyond its terminus as it exits on the Effective Date or the construction or acquisition of any pipeline (including any lateral or any other extension) that connects with the Line as it exists on the Effective Date. The parties hereto agree that the waivers and agreements in this Section 9.3 constitute an agreement among the partners of the Partnership that governs the management of the business and affairs of the Partnership and the relationship among the partners and the Partnership, as contemplated by Article 6132b-1.03 of the Texas Revised Partnership Act. The parties hereto further agree that the waivers and agreements in this Section 9.3 identify certain types and categories of activities which do not violate the duty of loyalty to the Partnership, and that such (types and categories) are not manifestly unreasonable. 3. Northern Border Partners and TC PipeLines Document Review Northern Border Partners and TC PipeLines shall each be given a reasonable opportunity to review documents which are prepared by the other for public disclosure but only with respect to information regarding the Partnership. The Northern Border Partners' and TC PipeLines' review is to be conducted on a reasonable, prompt and timely basis. 4. Transfer of TransCanada Participants Partnership Interest By the execution of this Agreement, NBILP and the members of the Management Committee of the Partnership, conditioned upon there being no material changes to the structure and purpose of TC PipeLines as described in the IPO Prospectus, formally consent and approve upon the closing of the IPO by TC PipeLines (i) the transfer of the partnership interests owned by the TransCanada Participants to TC PipeLines and/or to a subsidiary thereof; and (ii) the admission of TC PipeLines, or a subsidiary thereof, as a general partner in the Partnership. To the extent that the public and private offerings and sales of units in TC PipeLines (including offerings and sales of units occurring subsequent to the IPO and sale of said units) constitute a transfer of an ownership in the Partnership, NBILP and the members of the Management Committee of the Partnership consent to that transfer. Each of the undersigned (other than the TransCanada Participants) further agrees to promptly take all other actions within its control as may be reasonably requested by the TransCanada Participants to implement the purposes of this paragraph. 5. Access to Records The TransCanada Participants, the underwriters or placement agents for the IPO or any subsequent issuances and sales of securities by TC PipeLines and/or its subsidiaries and their respective employees, agents, attorneys, auditors, and consultants (collectively, the "Working Group") shall be given access, which is reasonable and not disruptive to the ongoing business, to knowledgeable representatives of the Partnership and Northern Plains Natural Gas Company, as Operator, in connection with their due diligence efforts with respect to the IPO prospectus, periodic disclosure documents and future offering documents of TC PipeLines. The Partnership shall provide assistance to the Working Group in obtaining (x) the consent of the Partnership's independent public accountants to the inclusion of their audit report in any document or report that may be filed with the SEC, and (y) a customary comfort letter from such accountants with respect to the Partnership financial information. The Partnership shall also provide to the Working Group in a timely fashion financial and operating data including financial statements, projections (which are customarily prepared by or for the Partnership) and other information and documents regarding the Partnership as may be necessary or reasonably appropriate for compliance by TC PipeLines and its affiliates with accounting rules or securities law requirements in the United States and Canada with respect to the IPO prospectus, periodic disclosure documents and future offering documents of TC PipeLines as well as any applicable United States or Canadian tax requirements. The TransCanada Participants agree that any projections provided pursuant to this section will not be disclosed except if such projections are required to be given by a specific SEC form, instruction, comment or request. The TransCanada Participants shall bear any costs and expenses incurred to convey information in excess of the information currently provided to the TransCanada Participants as a general partner of the Partnership. 6. Filings The Partnership and Northern Plains Natural Gas Company, upon determining that an event has occurred which is material to the business and affairs of the Partnership, shall promptly notify TC PipeLines and Northern Border Partners of such event provided, however, that the Partnership and Northern Plains Natural Gas Company may keep material information confidential for limited periods of time and for proper Partnership purposes. TC PipeLines and Northern Border Partners agree to consult with the other before issuing any press release or otherwise making public statements with respect to the business, operations, financial condition, operating results and prospects of the Partnership or before making any filings with any federal, state or local regulatory agency or any securities exchange which contains statements with regard thereto. TC PipeLines and Northern Border Partners shall use their best efforts to provide to the other a reasonable opportunity to review and comment upon any such proposed press release, public statement, or filing prior to release thereof; provided, however, that nothing in this Agreement shall prohibit TC PipeLines and Northern Border Partners from issuing any press release or making any public statement or making any filing required by law. To the extent practicable, press releases, public statements or filings will be coordinated so that information regarding the Partnership is released, made and published simultaneously. 7. If the offering contemplated in the IPO Prospectus does not close for any reason the parties hereto that are parties to the Letter Agreement acknowledge and agree that the Letter Agreement shall be operative and remain binding and effective, otherwise, it shall become null and void. 8. This Agreement may be executed and delivered in counterparts and by facsimile and, if so executed and delivered by such means, the execution and delivery of a counterpart or facsimile by each of the parties hereto shall constitute execution and delivery of this Agreement. Executed this 17th day of March, 1999. Enron/ Williams Participants Northern Plains Natural Gas Company By: Jerry L. Peters Pan Border Gas Company By: Stanley C. Horton Northwest Border Pipeline Company By: Brian E. O'Neill TransCanada Participants TransCanada Border PipeLine Ltd. By: John W. Carruthers By: Paul F. MacGregor TransCan Northern Ltd. By: John W. Carruthers By: Paul F. MacGregor Northern Border Pipeline Company By each of its Partners Northern Border Intermediate Limited Partnership By: Larry L. DeRoin TransCanada Border PipeLine Ltd. By: John W. Carruthers By: Paul F. MacGregor TransCan Northern Ltd. By: John W. Carruthers By: Paul F. MacGregor Northern Border Partners Northern Border Partners, L.P. By: Larry L. DeRoin Management Committee Members of Northern Border Pipeline Company /s/Brian E. O'Neill Brian E. O'Neill /s/Stanley C. Horton Stanley C. Horton /s/Larry L. DeRoin Larry L. DeRoin /s/John W. Carruthers John W. Carruthers Northern Plains Natural Gas Company (As Operator) By: Jerry L. Peters -----END PRIVACY-ENHANCED MESSAGE-----