<PAGE> 1
EXHIBIT 99.1
FORM OF LETTER OF TRANSMITTAL
INSTRUCTIONS
TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER
OF
NORTHERN BORDER PARTNERS, L.P.
8 7/8% SENIOR NOTES DUE 2010
To Registered Holder and/or Participant of the Book-Entry Transfer
Facility:
The undersigned hereby acknowledges receipt of the Prospectus, dated
, 2000 (the "Prospectus") of Northern Border Partners, L.P., a
limited partnership formed under the laws of Delaware (the "Partnership"), and
the accompanying Letter of Transmittal (the "Letter of Transmittal"), that
together constitute the Partnership's offer (the "Exchange Offer") of 8 7/8%
Senior Notes due 2010, Series A (the "New Notes") in exchange for outstanding
8 7/8% Senior Notes due 2010 (the "Existing Notes"). Capitalized terms used but
not defined herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to action to be taken by you relating to the Exchange
Offer with respect to the Existing Notes held by you for the account of the
undersigned.
The aggregate face amount of the Existing Notes held by you for the account
of the undersigned is (fill in amount):
$ of the 8 7/8% Senior Notes due 2010
With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):
[ ] TO TENDER any Existing Notes held by you for the account of the
undersigned (INSERT PRINCIPAL AMOUNT OF EXISTING NOTES TO BE TENDERED,
IF ANY):
$
[ ] NOT TO TENDER the following Existing Notes held by you for the account
of the undersigned.
If the undersigned instructs you to tender the Existing Notes held by you
for the account of the undersigned, it is understood that you are authorized (a)
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations that (i) the
undersigned's principal residence is in the state of (FILL IN STATE),
(ii) the undersigned is acquiring the New Notes in the ordinary course of
business of the undersigned, (iii) the undersigned is not participating, does
not participate, and has no arrangement or understanding with any person to
participate in the distribution of the New Notes, (iv) the undersigned
acknowledges that any person participating in the Exchange Offer for the purpose
of distributing the New Notes must comply with the registration and prospectus
delivery requirements of the Securities Act of 1933, as amended (the "Securities
Act"), in connection with a secondary resale transaction of the New Notes
acquired by such person and cannot rely on the position of the Staff of the
Securities and Exchange Commission set forth in no-action letters that are
discussed in the section of the Prospectus entitled "The Exchange
Offer -- Resale of New Notes," and (v) the undersigned is not an "affiliate," as
defined in Rule 405 under the Securities Act, of the Partnership; (b) to agree,
on behalf of
<PAGE> 2
the undersigned, as set forth in the Letter of Transmittal; and (c) to take such
other action as necessary under the Prospectus or the Letter of Transmittal to
effect the valid tender of such Existing Notes.
[ ] Check this box if the Beneficial Owner of the Existing Notes is a
Participating Broker-Dealer and such Participating Broker-Dealer
acquired the Existing Notes for its own account as a result of
market-making activities or other trading activities.
<PAGE> 3
LETTER OF TRANSMITTAL
NORTHERN BORDER PARTNERS, L.P.
TO TENDER 8 7/8% SENIOR NOTES DUE 2010
("EXISTING NOTES") IN EXCHANGE FOR REGISTERED 8 7/8%
SENIOR NOTES DUE 2010, SERIES A ("NEW NOTES")
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2000, UNLESS THE OFFER IS EXTENDED
TO BANK ONE TRUST COMPANY, NA (THE "EXCHANGE AGENT")
<TABLE>
<S> <C>
By Registered or Certified Mail: Inquiries by Telephone or Confirmations:
Bank One Trust Company, NA (800) 524-9472
1 Bank One Plaza
Mail Code IL1-0126 By Facsimile Transmission
Chicago, Illinois 60670 (for Eligible Institutions Only):
Attention: Sharon McGrath
Bank One Trust Company, NA
(312) 407-1708
Attention: Corporate Trust Services
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned hereby acknowledges receipt of the Prospectus dated
, 2000 (the "Prospectus") of Northern Border Partners, L.P. (the
"Partnership") and this Letter of Transmittal (the "Letter of Transmittal"),
which together constitute the Partnership's offer (the "Exchange Offer") to
exchange each $1,000 principal amount of its 8 7/8% Senior Notes due 2010,
Series A (the "New Notes"), which have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement
of which the Prospectus is a part, for each $1,000 principal amount of its
outstanding 8 7/8% Senior Notes due 2010 (the "Existing Notes"). The terms of
the New Notes are identical in all material respects (including principal
amount, interest rate and maturity) to the terms of the Existing Notes for which
they may be exchanged pursuant to the Exchange Offer, except that, among other
things, (i) the New Notes have been registered under the Securities Act and,
therefore, will not bear legends restricting the transfer thereof and (ii)
holders of New Notes will not be entitled to certain rights of holders of
Existing Notes under the Registration Rights Agreements. The term "Expiration
Date" shall mean 5:00 p.m., New York City time, on , 2000, unless
the Partnership, in its sole discretion extends the Exchange Offer, in which
case the term shall mean the latest date and time to which the Exchange Offer is
extended. Capitalized terms used but not defined herein have the meaning given
to them in the Prospectus.
This Letter of Transmittal is to be used (i) if certificates of Existing
Notes are to be forwarded herewith, (ii) if delivery of Existing Notes is to be
made by book-entry transfer to an account maintained by the Exchange Agent at
The Depository Trust Company ("DTC"), pursuant to the procedures set forth in
the "The Exchange Offer -- Procedures for Tendering Outstanding Notes" in the
Prospectus or (iii) if tender of the Existing Notes is to be made according to
the guaranteed delivery procedures described in the Prospectus under the caption
"The Exchange Offer -- Procedures for Tendering Outstanding Notes -- Guaranteed
Delivery." See Instruction 2. Delivery of documents to a book-entry transfer
facility does not constitute delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Existing Notes are registered on the books of the Partnership or any
other person who has obtained a properly completed bond power from the
registered holder.
Holders who wish to tender their Existing Notes must, at a minimum, fill in
the necessary account information in the table below entitled "Account
Information" (the "Account Information Table"), complete columns (1) through (3)
in the table below entitled "Description of Existing Notes Tendered" (the
"Description Table"), complete and sign in the box below entitled "Registered
Holder(s) of Existing Notes Sign Here" and complete the Substitute Form W-9. If
a holder wishes to tender less than all of such Existing Notes delivered to the
Exchange Agent, column (4) of the Description Table must be completed in full.
See Instruction 3.
<PAGE> 4
Holders of Existing Notes that are tendering by book-entry transfer to the
Exchange Agent's account at The Depository Trust Company ("DTC") can execute the
exchange through the DTC Automated Tender Offer Program ("ATOP"), for which the
transaction will be eligible. DTC participants that are accepting the exchange
should transmit their acceptance to DTC, which will edit and verify the
acceptance and execute a book-entry delivery to the Exchange Agent's account at
DTC. DTC will then send an Agent's Message to the Exchange Agent for its
acceptance. Delivery of the Agent's Message, by DTC will satisfy the terms of
the exchange as to the execution and delivery of a Letter of Transmittal by the
participant identified in the Agent's Message. DTC participants may also accept
the exchange by submitting a notice of guaranteed delivery through ATOP.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned agree to take with respect to
the Exchange Offer. Holders who wish to tender their Existing Notes must
complete this Letter of Transmittal in its entirety.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING
INSTRUCTIONS, AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF
TRANSMITTAL.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE
PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
SEE INSTRUCTION 9.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Partnership the principal amount of the
Existing Notes indicated under "Description of Existing Notes Tendered" in
exchange for a like principal amount of the New Notes. Subject to, and effective
upon, the acceptance for exchange of such Existing Notes tendered hereby, the
undersigned hereby exchanges, assigns and transfers to, or upon the order of,
the Partnership all right, title and interest in and to such Existing Notes as
are being tendered hereby, including all rights to accrued and unpaid interest
thereon as of the Expiration Date and any and all claims in respect of or
arising or having arisen as a result of the undersigned's status as a holder of,
all Existing Notes tendered hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned (with full knowledge that said Exchange
Agent acts as the agent of the Partnership in connection with the Exchange
Offer) to cause the Existing Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that (a) it has full power and authority
to tender, exchange, assign and transfer the Existing Notes and to acquire New
Notes issuable upon the exchange of such tendered Existing Notes; and (b) when
the same are accepted for exchange, the Partnership will acquire good and
unencumbered title to the tendered Existing Notes, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim.
The undersigned is the registered owner of all tendered Existing Notes and
the undersigned represents that it has received from each beneficial owner of
tendered Existing Notes ("Beneficial Owners") a duly completed and executed form
of "Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant from Beneficial Owner" accompanying this Letter of Transmittal,
instructing the undersigned to take the action described in this Letter of
Transmittal.
The undersigned understands that, subject to the terms and conditions of
the Exchange Offer, Existing Notes properly tendered and not withdrawn will be
exchanged for New Notes. If any amount of tendered Existing Notes is not
exchanged for any reason, or if certificates are submitted that evidence a
<PAGE> 5
greater principal amount of Existing Notes than the principal amount to be
tendered, such unexchanged Existing Notes or Existing Notes for untendered
amounts, as the case may be, will be returned, without expense, to the
undersigned, either to the book-entry transfer facility account from which
tender was effected or to the address below if Existing Notes were tendered in
physical form.
THE UNDERSIGNED HEREBY REPRESENTS TO THE PARTNERSHIP THAT (I) THE NEW NOTES
ACQUIRED PURSUANT TO THE EXCHANGE OFFER ARE BEING OBTAINED IN THE ORDINARY
COURSE OF BUSINESS OF THE PERSON RECEIVING SUCH NEW NOTES, WHETHER OR NOT SUCH
PERSON IS THE UNDERSIGNED, AND (II) NEITHER THE UNDERSIGNED NOR ANY SUCH OTHER
PERSON HAS AN ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN THE
DISTRIBUTION OF SUCH NEW NOTES. IF THE UNDERSIGNED OR THE PERSON RECEIVING THE
NEW NOTES COVERED HEREBY IS A BROKER-DEALER THAT IS RECEIVING THE NEW NOTES FOR
ITS OWN ACCOUNT IN EXCHANGE FOR EXISTING NOTES THAT WERE ACQUIRED AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, THE UNDERSIGNED
ACKNOWLEDGES THAT IT OR SUCH OTHER PERSON WILL DELIVER A PROSPECTUS IN
CONNECTION WITH ANY RESALE OF SUCH NEW NOTES; HOWEVER, BY SO ACKNOWLEDGING AND
BY DELIVERING A PROSPECTUS, THE UNDERSIGNED WILL NOT BE DEEMED TO ADMIT THAT IT
IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT. THE UNDERSIGNED
AND ANY SUCH OTHER PERSON ACKNOWLEDGE THAT, IF THEY ARE PARTICIPATING IN THE
EXCHANGE OFFER FOR THE PURPOSE OF DISTRIBUTING THE NEW NOTES, (I) THEY CANNOT
RELY ON THE POSITION OF THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION
ENUNCIATED IN EXXON CAPITAL HOLDINGS CORPORATION (AVAILABLE MAY 13, 1988),
MORGAN STANLEY & CO., INCORPORATED (AVAILABLE JUNE 5, 1991) OR SIMILAR NO-ACTION
LETTERS AND, IN THE ABSENCE OF AN EXEMPTION THEREFROM, MUST COMPLY WITH THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT IN
CONNECTION WITH THE RESALE TRANSACTION AND (II) FAILURE TO COMPLY WITH SUCH
REQUIREMENTS IN SUCH INSTANCE COULD RESULT IN THE UNDERSIGNED OR ANY SUCH OTHER
PERSON INCURRING LIABILITY UNDER THE SECURITIES ACT FOR WHICH SUCH PERSONS ARE
NOT INDEMNIFIED BY THE PARTNERSHIP. IF THE UNDERSIGNED OR THE PERSON RECEIVING
THE NEW NOTES COVERED BY THIS LETTER IS AN AFFILIATE (AS DEFINED UNDER RULE 405
OF THE SECURITIES ACT) OF THE PARTNERSHIP, THE UNDERSIGNED REPRESENTS TO THE
PARTNERSHIP THAT THE UNDERSIGNED UNDERSTANDS AND ACKNOWLEDGES THAT SUCH NEW
NOTES MAY NOT BE OFFERED FOR RESALE, RESOLD OR OTHERWISE TRANSFERRED BY THE
UNDERSIGNED OR SUCH OTHER PERSON WITHOUT REGISTRATION UNDER THE SECURITIES ACT
OR AN EXEMPTION THEREFROM.
The undersigned also warrants that it will upon request, execute and
deliver any additional documents deemed by the Exchange Agent or the Partnership
to be necessary or desirable, to complete the exchange, assignment and transfer
of tendered Existing Notes or transfer ownership of such Existing Notes on the
account books maintained by a book-entry transfer facility. The undersigned
further agrees that acceptance of any tendered Existing Notes by the Partnership
and the issuance of New Notes in exchange therefor shall constitute performance
in full by the Partnership of its obligations under the Registration Rights
Agreements and that the Partnership shall have no further obligations or
liabilities thereunder for the registration of the Existing Notes or the New
Notes.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Partnership), as more particularly
set forth in the Prospectus, the Partnership may not be required to exchange any
of the Existing Notes
<PAGE> 6
tendered hereby and, in such event, the Existing Notes not exchanged will be
returned to the undersigned at the address show below the signature of the
undersigned.
TENDERS OF EXISTING NOTES MADE PURSUANT TO THE EXCHANGE OFFER MAY NOT BE
WITHDRAWN AFTER 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. A
PURPORTED NOTICE OF WITHDRAWAL WILL BE EFFECTIVE ONLY IF DELIVERED TO THE
EXCHANGE AGENT IN ACCORDANCE WITH THE SPECIFIC PROCEDURES SET FORTH IN THE
PROSPECTUS UNDER THE HEADING "THE EXCHANGE OFFER -- WITHDRAWAL OF TENDERS."
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Tendered Existing Notes may be withdrawn at any
time prior to the Expiration Date only in accordance with the procedures set
forth in the Instructions contained in the Letter of Transmittal and the
Prospectus.
Unless otherwise indicated in the box entitled "Special Registration
Instructions" or the box entitled "Special Delivery Instructions" in this Letter
of Transmittal, certificates for all New Notes delivered in exchange for
tendered Existing Notes, and any Existing Notes delivered herewith but not
exchanged, will be registered in the name of the undersigned and shall be
delivered to the undersigned, at the address shown below the signature of the
undersigned. If a New Note is to be issued to a person other than the person(s)
signing this Letter of Transmittal, or if the New Note is to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal at an address different than the
address shown on this Letter of Transmittal, the appropriate boxes of this
Letter of Transmittal should be completed. IF EXISTING NOTES ARE SURRENDERED BY
HOLDER(S) THAT HAVE COMPLETED EITHER THE BOX ENTITLED "SPECIAL REGISTRATION
INSTRUCTIONS" OR THE BOX ENTITLED "SPECIAL DELIVERY INSTRUCTIONS" IN THIS LETTER
OF TRANSMITTAL, SIGNATURE(S) ON THIS LETTER OF TRANSMITTAL MUST BE GUARANTEED BY
AN ELIGIBLE INSTITUTION (DEFINED IN INSTRUCTION 2).
<PAGE> 7
REGISTERED HOLDER(S) OF EXISTING NOTES
SIGN HERE
(IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 BELOW)
X
--------------------------------------------------------------------------------
X
--------------------------------------------------------------------------------
(SIGNATURE(S) OF REGISTERED HOLDER(S))
Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Existing Notes or on a security position listing as the owner of the Existing
Notes or by person(s) authorized to become registered holder(s) by properly
completed bond powers transmitted herewith. If signature is by attorney-in-fact,
trustee, executor, administrator, guardian, officer of a corporation or other
person acting in a fiduciary capacity, please provide the following information
(Please print or type):
Name and Capacity (full title):
------------------------------------------------------------
Address (including zip code):
------------------------------------------------------------
------------------------------------------------------------
Area Code and Telephone Number:
------------------------------------------------------------
Dated:
--------------------------- , 2000
SIGNATURE GUARANTEE
(IF REQUIRED -- SEE INSTRUCTION 4)
Authorized Signature:
--------------------------------------------------------------------------------
(SIGNATURE OF REPRESENTATIVE OF SIGNATURE GUARANTOR)
Name and Title:
--------------------------------------------------------------------------------
Name of Firm:
--------------------------------------------------------------------------------
Area Code and Telephone Number:
---------------------------------------------------------------------
(PLEASE PRINT OR TYPE)
Dated:
------------------------------
<PAGE> 8
SPECIAL REGISTRATION
INSTRUCTIONS
To be completed ONLY if the New Notes and any Existing Notes delivered
herewith but not exchanged are to be issued in the name of someone other than
the undersigned or are to be returned by credit to an account maintained by a
book-entry transfer facility.
Issue New Notes and any Existing Notes delivered herewith but not exchanged
to:
Name
----------------------------------------
Address:
----------------------------------------
----------------------------------------
----------------------------------------
(PLEASE PRINT OR TYPE)
Credit New Notes and any Existing Notes delivered herewith but not exchanged to
the following book-entry transfer facility account:
----------------------------------------
(NAME OF BOOK-ENTRY TRANSFER FACILITY)
----------------------------------------
(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the New Notes and any Existing Notes delivered
herewith but not exchanged are to be sent to someone other than the undersigned,
or to the undersigned at an address other than that shown under "Description of
Existing Notes Tendered."
Mail New Notes and any Existing Notes delivered herewith but not exchanged to:
Name
----------------------------------------
Address:
----------------------------------------
----------------------------------------
----------------------------------------
(PLEASE PRINT OR TYPE)
<PAGE> 9
LIST BELOW THE EXISTING NOTES TO WHICH THIS LETTER OF TRANSMITTAL RELATES.
IF THE SPACE INDICATED BELOW IS INADEQUATE, THE CERTIFICATE NUMBERS AND
PRINCIPAL AMOUNTS SHOULD BE LISTED ON A SEPARATELY SIGNED SCHEDULE AFFIXED
HERETO.
--------------------------------------------------------------------------------
DESCRIPTION OF EXISTING NOTES TENDERED
<TABLE>
<CAPTION>
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(1) (2) (3)
AGGREGATE PRINCIPAL (4)
NAME(S) AND ADDRESS(ES) AMOUNT PRINCIPAL AMOUNT
OF REGISTERED HOLDER(S) REGISTRATION REPRESENTED BY TENDERED
(PLEASE FILL IN) NUMBERS* EXISTING NOTES** (IF LESS THAN ALL)**
<S> <C> <C> <C>
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TOTAL
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</TABLE>
* Need not be completed by book-entry Holders.
** Unless otherwise indicated, the Holder will be deemed to have tendered the
full aggregate principal amount represented by such Existing Notes. All
tenders must be in integral multiples of $1,000.
--------------------------------------------------------------------------------
<PAGE> 10
ACCOUNT INFORMATION
[ ] CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING.
Name of Tendering Institution --------------------------------------------------
If delivered by book-entry transfer:
Account Number --------------- Transaction Code Number ---------------
[ ] CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING.
Name of Registered Holder(s) ---------------------------------------------------
Name of Eligible Institution that Guaranteed Delivery --------------------------
If delivered by book-entry transfer:
Account Number -------------------- Transaction Code Number --------------------
Holders whose Existing Notes are not immediately available or who cannot deliver
their Existing Notes and all other documents required hereby to the Exchange
Agent on or prior to the Expiration Date must tender their Existing Notes
according to the guaranteed delivery procedure set forth in the Prospectus under
the caption "The Exchange Offer -- Procedures for Tendering Outstanding
Notes -- Guaranteed Delivery ." See Instruction 2.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name ---------------------------------------------------------------------------
Address ------------------------------------------------------------------------
Area Code and Telephone Number -------------------------------------------------
Contact Person -----------------------------------------------------------------
<PAGE> 11
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Existing Notes. All
physically delivered Existing Notes or confirmation of any book-entry transfer
to the Exchange Agent's account at a book-entry transfer facility of Existing
Notes tendered by book-entry transfer, as well as a properly completed and duly
executed copy of this Letter of Transmittal or facsimile thereof, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at any of its addresses set forth herein on or prior to the
Expiration Date (as defined in the Prospectus). THE METHOD OF DELIVERY OF THIS
LETTER OF TRANSMITTAL, THE EXISTING NOTES AND ANY OTHER REQUIRED DOCUMENTS,
INCLUDING DELIVERY BY BOOK-ENTRY TRANSFER AND ANY ACCEPTANCE OR AGENT'S MESSAGE
DELIVERED THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE HOLDER, AND, EXCEPT
AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED
THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Existing Notes for exchange.
DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH HEREIN, OR INSTRUCTIONS VIA
A FACSIMILE NUMBER OTHER THAN THE ONE SET FORTH HEREIN, WILL NOT CONSTITUTE A
VALID DELIVERY.
2. Guaranteed Delivery Procedures. Holders who wish to tender their
Existing Notes, but whose Existing Notes are not immediately available and thus
cannot deliver their Existing Notes, the Letter of Transmittal or any other
required documents to the Exchange Agent (or comply with the procedures for
book-entry transfer) prior to the Expiration Date, may effect a tender if:
(a) the tender is made through a member firm of a registered national
securities exchange or of the National Association of Securities Dealers,
Inc., a commercial bank or trust company having an office or correspondent
in the United States or an "eligible guarantor institution" within the
meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution");
(b) prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the Holder, the registration
number(s) of such Existing Notes and the principal amount of Existing Notes
tendered, stating that the tender is being made thereby and guaranteeing
that, within three New York Stock Exchange trading days after the
Expiration Date, the Letter of Transmittal (or facsimile thereof), together
with the Existing Notes (or a confirmation of book-entry transfer of such
Existing Notes into the Exchange Agent's account at the book-entry transfer
facility) and any other documents required by the Letter of Transmittal,
will be deposited by the Eligible Institution with the Exchange Agent; and
(c) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as all tendered Existing Notes in proper form
for transfer (or a confirmation of book-entry transfer of such Existing
Notes into the Exchange Agent's account at the book-entry transfer
facility) and all other documents required by the Letter of Transmittal,
are received by the Exchange Agent within three New York Stock Exchange
trading days after the Expiration Date.
Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to Holders who wish to tender their Existing Notes according to the
guaranteed delivery procedures set forth above. Any
<PAGE> 12
holder who wishes to tender Existing Notes pursuant to the guaranteed delivery
procedures described above must ensure that the Exchange Agent receives the
Notice of Guaranteed Delivery relating to such Existing Notes prior to the
Expiration Date. Failure to complete the guaranteed delivery procedures outlined
above will not, of itself, affect the validity or effect a revocation of any
Letter of Transmittal form properly completed and executed by a Holder who
attempted to use the guaranteed delivery procedures.
3. Partial Tenders; Withdrawals. Tenders of Existing Notes will be accepted
only in integral multiples of $1,000. The aggregate principal amount of all
Existing Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated in the Description Table. If less than the
entire principal amount of Existing Notes evidenced by a submitted certificate
is tendered, the tendering Holder should fill in the principal amount tendered
in the column entitled "Principal Amount Tendered (if less than all)" in the
Description Table. A newly issued Existing Note for the principal amount of
Existing Notes submitted but not tendered will be sent to such Holder as soon as
practicable after the Expiration Date unless otherwise provided in the
appropriate box on this Letter of Transmittal. Book-entry transfer to the
Exchange Agent should be made in the exact principal amount of Existing Notes
tendered.
Existing Notes tendered pursuant to the Exchange Offer may be withdrawn at
any time prior to the Expiration Date, after which tenders of Existing Notes are
irrevocable. To be effective, a written telegraphic or facsimile transmission
notice of withdrawal must be timely received by the Exchange Agent. Any such
notice of withdrawal must (i) specify the name of the person having deposited
the Existing Notes to be withdrawn (the "Depositor"), (ii) identify the Existing
Notes to be withdrawn (including the registration number(s) and principal amount
of such Existing Notes, or, in the case of Existing Notes transferred by
book-entry transfer, the name and number of the account at the book-entry
transfer facility to be credited), (iii) be signed by the Holder in the same
manner as the original signature on this Letter of Transmittal (including any
required signature guarantees) or be accompanied by documents of transfer
sufficient to have the Trustee with respect to the Existing Notes register the
transfer of such Existing Notes into the name of the person withdrawing the
tender and (iv) specify the name in which any such Existing Notes are to be
registered, if different from that of the Depositor. If Existing Notes have been
tendered pursuant to the procedures for book-entry transfer, any notice of
withdrawal must also comply with DTC's procedures. All questions as to the
validity, form and eligibility (including time of receipt) of such notices will
be determined by the Partnership, whose determination shall be final and binding
on all parties. Any Existing Notes so withdrawn will be deemed not to have been
validly tendered for purposes of the Exchange Offer and no New Notes will be
issued with respect thereto unless the Existing Notes so withdrawn are validly
retendered. Any Existing Notes which have been tendered but which are not
accepted for exchange will be returned to the Holder thereof without cost to
such Holder as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer, unless otherwise provided in the appropriate
box on this Letter of Transmittal.
4. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. IF THIS LETTER OF TRANSMITTAL IS SIGNED
BY THE REGISTERED HOLDER(S) OF THE EXISTING NOTES TENDERED HEREBY, THE SIGNATURE
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN ON THE FACE OF THE CERTIFICATES
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. IF THIS LETTER OF
TRANSMITTAL IS SIGNED BY A PARTICIPANT IN A BOOK-ENTRY TRANSFER FACILITY, THE
SIGNATURE MUST CORRESPOND WITH THE NAME AS IT APPEARS ON THE SECURITY POSITION
LISTING AS THE OWNER OF THE EXISTING NOTES.
If any of the Existing Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Existing Notes registered in different names are tendered,
it will be necessary to complete, sign and submit as many separate copies of
this Letter of Transmittal as there are different registrations of Existing
Notes.
<PAGE> 13
Signatures on this Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution unless the Existing
Notes tendered hereby are tendered (i) by a registered Holder who has not
completed the box entitled "Special Registration Instructions" or "Special
Delivery Instructions" on the Letter of Transmittal or (ii) for the account of
an Eligible Institution.
If this Letter of Transmittal is signed by the registered Holder or Holders
of Existing Notes (which term, for the purpose described herein, shall include a
participant in a book-entry transfer facility whose name appears on a security
listing as the owner of the Existing Notes) listed and tendered hereby, no
endorsements of the tendered Existing Notes or separate written instruments of
transfer or exchange are required. In any other case, the registered Holder (or
acting Holder) must either properly endorse the Existing Notes or transmit
properly completed bond powers with this Letter of Transmittal (in either case,
executed exactly as the name(s) of the registered Holder(s) appears(s) on the
Existing Notes, and, with respect to a participant in a book-entry transfer
facility whose name appears on a security position listing as the owner of
Existing Notes, exactly as the name of the participant appears on such security
position listing), with the signature on the Existing Notes or bond power
guaranteed by an Eligible Institution (except where the Existing Notes are
tendered for the account of an Eligible Institution).
Only a Holder in whose name tendered Existing Notes are registered on the
books of the registrar (or the legal representative or attorney-in-fact of such
registered Holder) may execute and deliver this Letter of Transmittal. Any
Beneficial Owner of tendered Existing Notes who is not the registered Holder
must arrange promptly with the registered Holder to execute and deliver this
Letter of Transmittal on his or her behalf through the execution and delivery to
the registered Holder of the Instructions to Registered Holder and/or Book-Entry
Transfer Facility Participant from Beneficial Owner form accompanying this
Letter of Transmittal.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by the Partnership, proper evidence
satisfactory to the Partnership of their authority so to act must be submitted.
5. Special Registration and Delivery Instructions. Tendering Holders should
indicate, in the applicable box, the name and address (or account at a
book-entry facility) in which the New Notes or substitute Existing Notes for
principal amounts not tendered or not accepted for exchange are to be issued (or
deposited), if different from the names and addresses or accounts of the person
signing this Letter of Transmittal. In the case of issuance in a different name,
the employer identification number or social security number of the person named
must also be indicated and the tendering Holder should complete the applicable
box.
If no instructions are given, the New Notes (and any Existing Notes not
tendered or not accepted ) will be issued in the name of and sent to the acting
Holder of the Existing Notes or deposited at such Holder's account at a
book-entry transfer facility.
6. Transfer Taxes. The Partnership shall pay or cause to be paid all
security transfer taxes, if any, applicable to the transfer and exchange of
Existing Notes to it or its order pursuant to the Exchange Offer. If a transfer
tax is imposed for any reason other than the transfer and exchange of Existing
Notes to the Partnership or its order pursuant to the Exchange Offer, the amount
of any such transfer taxes (whether imposed on the registered Holder or any
other person) will be payable by the tendering Holder. If satisfactory evidence
of payment of such taxes or exception therefrom is not submitted herewith, the
amount of such transfer taxes will be billed directly to such tendering Holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer stamps to be affixed to the Existing Notes listed in this Letter of
Transmittal.
7. Waiver of Conditions. The Partnership reserves the absolute right to
waive, in whole or in part, any of the conditions to the Exchange Offer set
forth in the Prospectus.
<PAGE> 14
8. Mutilated, Lost, Stolen or Destroyed Existing Notes. Any Holder whose
Existing Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions.
9. Requests for Assistance or Additional Copies. Questions relating to the
procedure for tendering as well as requests for additional copies of the
Prospectus and this Letter of Transmittal may be directed to the Exchange Agent
at the address and telephone number(s) set forth above. In addition, all
questions relating to the Exchange Offer, as well as requests for assistance or
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent at Corporate Trust Office, 1 Bank One Plaza, Mail
Code IL1-0126, Chicago, Illinois 60670-0126, Attention: Sharon McGrath
(telephone: (800) 524-9472).
10. Validity and Form. All questions as to the validity, form, eligibility
(including time of receipt), acceptance of tendered Existing Notes and
withdrawal of tendered Existing Notes will be determined by the Partnership in
its sole discretion, which determination will be final and binding. The
Partnership reserves the absolute right to reject any and all Existing Notes not
properly tendered or any Existing Notes the Partnership's acceptance of which
would, in the opinion of counsel for the Partnership, be unlawful. The
Partnership also reserves the right to waive any defects, irregularities or
conditions of tender as to particular Existing Notes. The Partnership's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Existing Notes must be cured within such time as the Partnership shall
determine. Although the Partnership intends to notify Holders of defects or
irregularities with respect to tenders of Existing Notes, neither the
Partnership, the Exchange Agent nor any other person shall incur any liability
for failure to give such notification. Tenders of Existing Notes will not be
deemed to have been made until such defects or irregularities have been cured or
waived. Any Existing Notes received by the Exchange Agent that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived will be returned by the Exchange Agent to the tendering Holders as soon
as practicable following the Expiration Date, unless otherwise provided in the
appropriate box on this Letter of Transmittal.
11. Substitute Form W-9. Federal income tax laws require each tendering
Holder to provide the Partnership with a correct taxpayer identification number
("TIN") on the Substitute Form W-9 which is provided under "Important Tax
Information" below, and to indicate whether or not the Holder is subject to
backup withholding by checking the box in Part 2 of the Form. Failure to provide
the information on the Form or to check the box in Part 2 of the Form may
subject the tendering Holder to 31% Federal income tax withholding on the
payments made to the Holder. The box in Part 3 of the Form may be checked if the
tendering Holder has not been issued a TIN and has applied for the TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked
and the Holder does not provide the Partnership with a TIN within sixty (60)
days, the Partnership will withhold 31% on all such payments thereafter until a
TIN is provided to the Partnership.
12. Conflicts. In the event of any conflict between the terms of the
Prospectus and the terms of this Letter of Transmittal, the terms of the
Prospectus will control.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH
EXISTING NOTES OR CONFIRMATION OF BOOK ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE
AGENT ON OR PRIOR TO THE EXPIRATION DATE.
<PAGE> 15
IMPORTANT TAX INFORMATION
The Federal income tax discussion set forth below is included for general
information only. Each Holder is urged to consult a tax adviser to determine the
particular tax consequences to it (including the application and effect of
foreign, state and local tax laws) of the offer. Certain Holders (including
insurance companies, tax exempt organizations and foreign tax payers) may be
subject to special rules not discussed below. The discussion does not consider
the effect of any applicable foreign, state and local tax laws. Under Federal
income tax law, a Holder tendering Existing Notes is required to provide the
Exchange Agent with such Holder's correct TIN on Substitute Form W-9 below. If
such Holder is an individual, the TIN is the Holder's social security number.
The Certificate of Awaiting Tax Identification Number should be completed if the
tendering Holder has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future. If the Exchange Agent is not
provided with the correct TIN, the Holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such Holder with respect to tendered Existing Notes may be subject to backup
withholding.
Certain Holders (including, among others, all corporations and certain
foreign individuals and foreign entities) are not subject to these backup
withholding and reporting requirements. A corporation, however, must complete
the Substitute Form W-9, including providing its TIN and indicating that it is
exempt from backup withholding, in order to establish its exemption from backup
withholding. In order for a foreign individual to qualify as an exempt
recipient, that holder must submit to the Exchange Agent a properly completed
Internal Revenue Service Form W-8, signed under penalties of perjury, attesting
to the Holder's exempt status. Such forms can be obtained from the Exchange
Agent.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any amounts otherwise payable to the Holder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a Holder with
respect to Existing Notes tendered for exchange, the Holder is required to
notify the Exchange Agent of his or her correct TIN by completing the form
herein certifying that the TIN provided on Substitute Form W-9 is correct (or
that such Holder is awaiting a TIN) and that (i) such Holder has not been
notified by the Internal Revenue Service that he or she is subject to backup
withholding as a result of failure to report all interest or dividends or (ii)
the Internal Revenue Service has notified such Holder that he or she is no
longer subject to backup withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
Each Holder is required to give the Exchange Agent the social security
number or employer identification number of the record Holder(s) of the Existing
Notes. If Existing Notes are in more than one name or are not in the name of the
actual Holder, consult the instructions on Internal Revenue Service, Form W-9,
which may be obtained from the Exchange Agent, for additional guidance on which
number to report.
CERTIFICATE OF AWAITING TAX IDENTIFICATION NUMBER
If the tendering Holder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, check the box in
Part 3 on Substitute Form W-9, sign and date the form and the Certificate of
Awaiting Taxpayer Identification Number and return them to the Exchange Agent.
If such certificate is completed and the Exchange Agent is not provided with the
TIN within 60 days, the Exchange Agent will withhold 31% of all payments made
thereafter until a TIN is provided to the Exchange Agent.
<PAGE> 16
THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSIDERATIONS DOES
NOT CONSIDER THE PARTICULAR FACTS AND CIRCUMSTANCES OF ANY HOLDER'S SITUATION OR
STATUS. THE SUMMARY IS BASED ON THE PROVISIONS OF THE CODE, REGULATIONS,
PROPOSED REGULATIONS, RULINGS AND JUDICIAL DECISIONS NOW IN EFFECT, ALL OF WHICH
ARE SUBJECT TO CHANGE, POSSIBLY ON A RETROACTIVE BASIS. HOLDERS OF EXISTING
NOTES (INCLUDING HOLDERS OF EXISTING NOTES WHO DO NOT EXCHANGE THEIR EXISTING
NOTES FOR NEW NOTES) SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
TAX CONSEQUENCES TO THEM, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL,
FOREIGN AND OTHER LAWS, OF THE EXCHANGE OF EXISTING NOTES FOR NEW NOTES. FOR
ADDITIONAL INFORMATION, SEE "UNITED STATES FEDERAL TAX CONSIDERATIONS" IN THE
PROSPECTUS.
<PAGE> 17
<TABLE>
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: BANK ONE TRUST COMPANY, NA
----------------------------------------------------------------------------------------------------------------------
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT ------------------------------
SUBSTITUTE THE RIGHT AND CERTIFY BY SIGNING AND DATING Social Security Number(s)
BELOW OR
FORM W-9 Employer Identification Number
------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART 2 -- Certification -- Under penalties of perjury, I certify that:
INTERNAL REVENUE SERVICE
(1) The number shown on this form is my correct Tax Identification Number (or I am
waiting for a number to be issued to me) and
(2) I am not subject to backup withholding because: (i) I am exempt from backup
withholding, (ii) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to report
all interest or dividends or (iii) the IRS has modified me that I am no longer
subject to backup withholding.
PAYER'S REQUEST FOR ------------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION
NUMBER ("TIN") CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you have
been notified by the IRS that you are subject to backup withholding because of under
reporting interest or dividends on your tax return. However, if after being notified
by the IRS that you were subject to backup withholding you received another
notification from the IRS stating that you are no longer subject to backup
withholding, do not cross out such item (2).
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS
DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.
------------------------------------------------------------------------------------
SIGNATURE --------------------------------- PART 3 --
DATE --------------------------------, 2000 Awaiting TIN [ ]
NAME --------------------------------------
(Please Print)
ADDRESS -----------------------------------
(Please Print)
----------------------------------------------------------------------------------------------------------------------
</TABLE>
THIS SUBSTITUTE FORM W-9 MUST BE COMPLETED AND SIGNED
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY CASH PAYMENTS MADE TO YOU. YOU MUST COMPLETE THE FOLLOWING
CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or (b)
I intend to mail or deliver an application in the near future. I understand
that, if I do not provide a taxpayer identification number by the time of
payment, 31% of all reportable payments made to me will be withheld, but I will
be refunded if I provide a certified Taxpayer Identification Number within 60
days.
<TABLE>
<S> <C>
Signature -------------------------------------- Date ------------------
Name (Please Print) ---------------------------
Address (Please Print) -------------------------
</TABLE>
<PAGE> 18
NORTHERN BORDER PARTNERS, L.P.
NOTICE OF GUARANTEED DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
As set forth in the Prospectus dated , 2000 (the "Prospectus")
in the section entitled "The Exchange Offer -- Procedures for Tendering
Outstanding Notes" and in the accompanying Letter of Transmittal (the "Letter of
Transmittal") and Instruction 2 thereto, this form or one substantially
equivalent hereto must be used to accept the Exchange Offer if certificates
representing 8 7/8% Senior Notes due 2010 of Northern Border Partners, L.P. (the
"Existing Notes") are not immediately available or time will not permit such
holder's Existing Notes or other required documents to reach the Exchange Agent,
or complete the procedures for book-entry transfer, prior to the Expiration Date
(as defined in the Prospectus) of the Exchange Offer. This form may be delivered
by hand or sent by overnight courier, facsimile transmission or registered or
certified mail to the Exchange Agent and must be received by the Exchange Agent
prior to 5:00 p.m., New York City time on , 2000.
TO BANK ONE TRUST COMPANY, NA
(THE "EXCHANGE AGENT")
<TABLE>
<S> <C>
By Registered or Certified Mail: Inquiries by Telephone or Confirmations:
Bank One Trust Company, NA (800) 524-9472
1 Bank One Plaza
Mail Code IL1-0126 By Facsimile Transmission
Chicago, Illinois 60670 (for Eligible Institutions Only):
Attention: Sharon McGrath
Bank One Trust Company, NA
(312) 407-1708
Attention: Corporate Trust Services
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature an a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
<PAGE> 19
Ladies and Gentlemen:
The undersigned hereby tender(s) to Northern Border Partners, L.P. the
principal amount of the Existing Notes listed below, upon the terms of and
subject to the conditions set forth in the Prospectus and the related Letter of
Transmittal and the instructions thereto (which together constitute the
"Exchange Offer"), receipt of which is hereby acknowledged, pursuant to the
guaranteed delivery procedures set forth in the Prospectus, as follows:
<TABLE>
<CAPTION>
AGGREGATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT TENDERED
CERTIFICATE NOS. REPRESENTED BY CERTIFICATE(S) (MUST BE IN INTEGRAL MULTIPLES OF $1,000)
---------------- ----------------------------- -----------------------------------------
<S> <C> <C>
------------------------ ------------------------------------------ ------------------------------------------
------------------------ ------------------------------------------ ------------------------------------------
------------------------ ------------------------------------------ ------------------------------------------
------------------------ ------------------------------------------ ------------------------------------------
------------------------ ------------------------------------------ ------------------------------------------
</TABLE>
This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
as their name(s) appear on certificates for Existing Notes or on a security
position listing as the owner of Existing Notes, or by person(s) authorized to
become Holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery.
SIGNATURE
--------------------------------------------------------------------------------
Sign Here
--------------------------------------------------------------------------------
Account Number
--------------------------------------------------------------------------------
Principal Amount Tendered (must be in integral multiples of $1,000)
--------------------------------------------------------------------------------
Number and Street or P.O. Box
--------------------------------------------------------------------------------
City, State, Zip Code
--------------------------------------------------------------------------------
Signature(s)
Dated: ____________________, 2000
The Book-Entry Transfer Facility Account Number (if the Existing Notes will be
tendered by book-entry transfer)
--------------------------------------------------------------------------------
<PAGE> 20
GUARANTY OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office in the United States, or
otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, guarantees that, within
three (3) New York Stock Exchange trading days from the date of this Notice of
Guaranteed Delivery, a properly completed and validly executed Letter of
Transmittal (or a facsimile thereof), together with Existing Notes tendered
hereby in proper form for transfer (or confirmation of the book-entry transfer
of such Existing Notes into the Exchange Agent's account at The Depository Trust
Company pursuant to the procedures for book-entry transfer set forth in the
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering
Outstanding Notes") and all other required documents will be deposited by the
undersigned with the Exchange Agent at its address act forth above.
The institution that completes this form must communicate the guarantee to
the Exchange Agent and must deliver the Letter of Transmittal and Existing Notes
to the Exchange Agent within the time period shown herein. Failure to do so
could result in a financial loss to the undersigned.
<TABLE>
<S> <C>
--------------------------------------------------- ---------------------------------------------------
Name of Firm Authorized Signature
--------------------------------------------------- ---------------------------------------------------
Address Title
--------------------------------------------------- Name ----------------------------------------------
Zip Code Please Type or Print
--------------------------------------------------- Dated____________________, 2000
Area Code and Tel. No.
</TABLE>
NOTE: DO NOT SEND CERTIFICATES REPRESENTING EXISTING NOTES WITH THIS FORM.
CERTIFICATES REPRESENTING EXISTING NOTES SHOULD BE SENT ONLY WITH A LETTER
OF TRANSMITTAL.
