SECOND AMENDMENT TO REVOLVING

                                CREDIT AGREEMENT



      THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "AMENDMENT") is

made and entered into as of October 25, 2004, by and among NORTHERN BORDER

PARTNERS, L.P., a Delaware limited partnership (the "BORROWER"), Northern Border

Intermediate Limited Partnership, a Delaware limited partnership (the

"Guarantor"), the Lenders (as defined below) party hereto and SUNTRUST BANK, in

its capacity as Administrative Agent for the Lenders (the "ADMINISTRATIVE

AGENT").



                              W I T N E S S E T H:



      WHEREAS, the Borrower, the several banks and other financial institutions

party thereto (collectively, the "LENDERS") and the Administrative Agent are

parties to that certain Revolving Credit Agreement, dated as of November 24,

2003, as amended by that certain First Amendment to Revolving Credit Agreement,

dated as of April 9, 2004 (as so amended, the "CREDIT AGREEMENT"; capitalized

terms used herein and not otherwise defined shall have the meanings assigned to

such terms in the Credit Agreement as amended hereby), pursuant to which the

Lenders have made certain financial accommodations available to the Borrower;

and



      WHEREAS, the Borrower has requested that the Lenders and the

Administrative Agent amend certain provisions of the Credit Agreement, and

subject to the terms and conditions hereof, the Lenders are willing to do so;



      NOW, THEREFORE, for good and valuable consideration, the sufficiency and

receipt of all of which are acknowledged, the Borrower, the Lenders and the

Administrative Agent agree as follows:



      1. AMENDMENT.



      (a) Section 1.1, Definitions, of the Credit Agreement is hereby amended by

deleting the definition of "Change of Control" in its entirety and replacing it

with the following:



            "CHANGE OF CONTROL" means (i) the failure of Borrower directly, or

      indirectly through Intermediate Partnership, to own as a general partner,

      free and clear of all Liens, at least 60% of the partnership interests in

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

      CrossCountry Energy, L.L.C., TransCanada PipeLines Limited, CCE Holdings,

      L.L.C. and/or ONEOK, Inc. directly, or indirectly through one or more

      wholly-owned Subsidiaries, to own, free and clear of all Liens, general

      partner interests in Borrower and the Intermediate Partnership such that

      the aggregate voting rights of such Persons is greater than 50% of the

      outstanding voting rights of all general partners of Borrower and the

      Intermediate Partnership.

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      2. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. Notwithstanding any

other provision of this Amendment and without affecting in any manner the rights

of the Lenders hereunder, it is understood and agreed that this Amendment shall

not become effective, and the Borrower shall have no rights under this

Amendment, until the Administrative Agent shall have received executed

counterparts to this Amendment from the Borrower, the Guarantor and the Required

Lenders.



      3. REPRESENTATIONS AND WARRANTIES. To induce the Lenders and the

Administrative Agent to enter into this Amendment, each Loan Party hereby

represents and warrants to the Lenders and the Administrative Agent that:



      (a) The execution and delivery by such Loan Party of this Amendment and

the performance of this Amendment and the Credit Agreement as amended hereby (i)

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