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.
<PAGE>
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.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial
Ownership
Common Units
Number Percent
of Units1/ of Class
<S> <C> <C>
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
<FN>
* Less than 1%.
1/ All units involve sole voting and investment power.
2/ Indirect ownership through their subsidiaries.
</TABLE>
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.
<PAGE>
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.
<PAGE>
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
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:
<TABLE>
<CAPTION>
% U.S. $
<S> <C> <C>
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
</TABLE>
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
