Exhibit 10

FIFTH AMENDMENT TO CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) is effective as of the 6th day of April, 2006 (the “ Amendment Effective Date ”).

RECITALS

WHEREAS, ONEOK, INC. , an Oklahoma corporation (the “ Borrower ”), BANK OF AMERICA, N.A. , as Administrative Agent (the “ Administrative Agent” ) and as a Lender and L/C Issuer, and the financial institutions therein named as Lenders are parties to that certain Credit Agreement dated as of September 17, 2004, as amended by the First Amendment dated as of May 4, 2005, the Second Amendment dated as of July 25, 2005, the Third Amendment dated as of September 13, 2005, and the Fourth Amendment dated as of September 1, 2005 (the “ Credit Agreement ”);

WHEREAS, Borrower owns all of the issued and outstanding Equity Interests (the “ Shares ”) of each of the Persons listed on Exhibit A hereto under the heading “Company” (the “ Companies ”, and each, individually, a “ Company ”);

WHEREAS, the Companies and their Subsidiaries, all of which are listed on Exhibit A under the heading “Company Subsidiaries”, own and operate natural gas gathering, processing, fractionating, transportation, storage, pipelines and natural gas liquids assets located in Kansas, Louisiana, Oklahoma and Texas (the “ Business ”);

WHEREAS, Borrower has agreed to contribute the Shares of some of the Companies to Northern Border Partners, L.P., a Delaware limited partnership (“ Northern Border ”) and Northern Border Intermediate Limited Partnership, a Delaware limited partnership ( “NBILP” , and together with Northern Border, the “NBP Partnerships” ), and Northern Border has agreed to accept the contribution of the Shares, upon the terms and conditions set forth in that certain Contribution Agreement between Borrower, Northern Border, and NBILP dated February 14, 2006 (the “ Contribution Agreement ”);

WHEREAS, concurrently with the execution and delivery of the Contribution Agreement, Borrower and Northern Border also entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) pursuant to which Borrower agreed to sell and Northern Border agreed to purchase all the other Companies that will not be transferred pursuant to the Contribution Agreement;

WHEREAS, concurrently with the execution and delivery of the Contribution Agreement and the Purchase Agreement, TransCan Northwest Border Ltd. and Northern Plains Natural Gas Company, LLC, a wholly owned Subsidiary of Borrower (“ Northern Plains ”), entered into a Purchase and Sale Agreement (the “ GP Purchase Agreement ”) pursuant to which Northern Plains has agreed to purchase all of the shares of common stock of Northwest Border Pipeline Company, which in turn owns the general partner interests in Northern Border that are not currently owned by Subsidiaries of Borrower; and

WHEREAS, Borrower and the undersigned Lenders desire to amend the Credit Agreement in anticipation of and to accommodate the above described transactions.

NOW THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

(a) The following definitions shall be added to Section 1.01 of the Credit Agreement:

“ Fifth Amendment ” means that certain Fifth Amendment to Credit Agreement by and among Borrower, Administrative Agent, L/C Issuer and the Lenders party thereto, dated effective as of the Fifth Amendment Effective Date.

“ Fifth Amendment Effective Date ” means April 6, 2006.

“ NBP Partnerships ” means Northern Border Partners, L.P., a Delaware limited partnership, and Northern Border Intermediate Limited Partnership, a Delaware limited partnership.

“ Transactions ” means the transactions contemplated by the Contribution Agreement, Purchase Agreement, and GP Purchase Agreement, as each such term is defined in the Fifth Amendment.

“ Unrestricted MLP Project Financing Subsidiary ” means a direct or indirect Subsidiary of an MLP (such MLP, the “ MLP Project Financing Subsidiary’s Parent” ) that has been formed for the purpose of acquiring, constructing or developing certain specified assets to be financed, in whole or in part through the incurrence of Indebtedness by such Subsidiary that is non-recourse to the MLP Project Financing Subsidiary’s Parent, the Borrower or any other Subsidiary of the Borrower.

“ MLP Project Financing Subsidiary’s Parent ” has the meaning set forth in the definition of Unrestricted MLP Project Financing Subsidiary.

(b) The definition of Consolidated Net Worth is hereby amended and replaced with the following:

“ Consolidated Net Worth ” means, as of any date of determination, consolidated shareholders’ equity, determined in accordance with GAAP, of the Borrower and its Restricted Subsidiaries as of that date, adjusted as follows: (a) either (i)  less the absolute value of net unrealized gains resulting from Swap Contracts that are recorded by the Borrower in accumulated other comprehensive income (loss) as determined in accordance with GAAP, or (ii)  plus the absolute value of net unrealized losses resulting from Swap Contracts that are recorded by the Borrower in accumulated other comprehensive income (loss) as determined in accordance with GAAP; and (b) either (i)  less the absolute value of defined benefit plan assets that are recorded by the Borrower in accumulated other comprehensive income (loss) as determined in accordance with GAAP, or (ii)  plus the absolute value of defined benefit plan liabilities that are recorded by the Borrower in accumulated other comprehensive income (loss) as determined in accordance with GAAP.

Paragraph 2. Material Adverse Effect Representation .

(a) Section 5.05(c) of the Credit Agreement is hereby deleted in its entirety.

(b) The parenthetical phrase beginning in the first line of Section 4.02(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(other than, in the case of a Commercial Paper Borrowing, Section 5.06 )

(c) Paragraph 3 of Exhibit A to the Credit Agreement is hereby deleted in its entirety and

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Paragraphs 4 and 5 of such Exhibit A are hereby accordingly renumbered as Paragraphs 3 and 4, respectively.

Paragraph 3. No Burdensome Agreements Representation . Section 5.17 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

5.17 No Burdensome Agreements . Neither the Borrower, nor any of its Restricted Subsidiaries is bound by any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of any Restricted Subsidiary to pay dividends or make other payments or distributions to the Borrower or any Restricted Subsidiary or to otherwise transfer property to the Borrower or any Restricted Subsidiary. No Unrestricted MLP Subsidiary is bound by any Contractual Obligation that limits the ability of any Unrestricted MLP Subsidiary to pay dividends or make other payments or distributions to the owners of equity interests in such Unrestricted MLP Subsidiary in any manner that is more restrictive than those existing and in effect as of the Fifth Amendment Effective Date; provided that any such Contractual Obligation of a Person existing at the time such Person is merged with or into or consolidated with or acquired by any Unrestricted MLP Subsidiary or existing at the time of the acquisition of assets by an Unrestricted MLP Subsidiary that are subject to such a Contractual Obligation shall be permitted and not be deemed to violate this provision, so long as such Contractual Obligations were not entered in contemplation of, and were in existence prior to, such merger, consolidation or acquisition and do not extend to any assets other than those acquired directly or the assets of the Person merged into or consolidated with the Unrestricted MLP Subsidiary that were subject to such Contractual Restriction prior to such merger, consolidation or acquisition; and provided further that any such Contractual Obligation of an Unrestricted MLP Project Financing Subsidiary shall be permitted and not be deemed to violate this provision, so long as such Contractual Obligations are permitted by the organizational documents and other Contractual Obligations of the MLP Project Financing Subsidiary’s Parent; and provided further that the issuance by an MLP of limited partnership interests with preferential distribution rights shall not be deemed to violate this provision.

Paragraph 4. Maintenance of Control of Northern Border Partnerships . A new Section 6.12 is hereby added to the Credit Agreement, such Section 6.12 to read, in its entirety, as follows:

6.12 Maintenance of Control of Northern Border Partnerships. Borrower shall at all times have the power to control the management and policies of each of the NBP Partnerships. In the event of any Disposition of general partner interests in either of the NBP Partnerships by the Borrower or any of its Subsidiaries at a time when the aggregate general partner interests in such NBP Partnership owned by the Borrower, directly or indirectly through any of its wholly-owned Subsidiaries, together with the aggregate voting rights of Borrower with respect thereto, is less than (or which Disposition would result in such ownership being less than) fifty percent (50%) of the aggregate outstanding general partner interests and voting rights of all general partners of such NBP Partnership (each a “GP Disposition”), the Borrower shall provide prior written notice thereof to the Administrative Agent and the Lenders, together with such other information as may be reasonably necessary to demonstrate to the reasonable satisfaction of the Required Lenders that Borrower will retain control of each of the NBP Partnerships after giving effect to such GP Disposition (which reasonable satisfaction will be deemed unless objected to in writing by the Required Lenders or the Administrative Agent acting at the direction of the Required Lenders, within 15 days of receipt of such notice).

Paragraph 5. Fundamental Changes Covenant . The parties agree and acknowledge that the Transactions are not prohibited by Section 7.03 of the Credit Agreement and the Lenders hereby waive any non-compliance with respect to the Transactions based on Section 7.03 of the Credit Agreement. Further, the last paragraph of Section 7.03 is hereby deleted in its entirety and replaced with the following:

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For purposes of determining compliance with this Section 7.03 , in the event of a Disposition of assets by the Borrower or a Restricted Subsidiary, the assets being Disposed of by the Borrower or such Restricted Subsidiary shall be considered to constitute a “Material Portion of the assets of the Borrower and its Restricted Subsidiaries taken as a whole” only if

is equal to or greater than Two Billion Three Hundred Million Dollars ($2.3 billion).

In addition to and without limiting the foregoing provisions, the Borrower shall not permit any Unrestricted MLP Subsidiary to merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Unrestricted MLP Subsidiaries taken as a whole (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

provided , however , that nothing contained in this Section 7.03 shall be or be deemed to permit any merger, dissolution, liquidation, consolidation or Disposition which would result in Borrower’s failure to comply with Section 6.12 .

Paragraph 6. Change in Nature of Business . Section 7.04 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

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7.04 Change in Nature of Business. Engage in or permit any Unrestricted MLP Subsidiary to engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

Paragraph 7. Burdensome Agreements . Section 7.06 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

7.06 Burdensome Agreements. (a) Enter into any Contractual Obligation that limits the ability of any Restricted Subsidiary to pay dividends or make other payments or distributions to the Borrower or to otherwise transfer property to the Borrower, or (b) permit any Unrestricted MLP Subsidiary to enter into any Contractual Obligation that limits the ability of any Unrestricted MLP Subsidiary to pay dividends or make other payments or distributions to the owners of equity interests in such Unrestricted MLP Subsidiary in any manner that is more restrictive than those existing and in effect as of the Fifth Amendment Effective Date; provided that any such Contractual Obligation of a Person existing at the time such Person is merged with or into or consolidated with or acquired by any Unrestricted MLP Subsidiary or existing at the time of the acquisition of assets by an Unrestricted MLP Subsidiary that are subject to such a Contractual Obligation shall be permitted and not be deemed to violate this provision, so long as such Contractual Obligations were not entered in contemplation of, and were in existence prior to, such merger, consolidation or acquisition and do not extend to any assets other than those acquired directly or the assets of the Person merged into or consolidated with the Unrestricted MLP Subsidiary that were subject to such Contractual Restriction prior to such merger, consolidation or acquisition; and provided further that any such Contractual Obligation of an Unrestricted MLP Project Financing Subsidiary shall be permitted and not be deemed to violate this provision, so long as such Contractual Obligations are permitted by the organizational documents and other Contractual Obligations of the MLP Project Financing Subsidiary’s Parent; and provided further that the issuance by an MLP of limited partnership interests with preferential distribution rights shall not be deemed to violate this provision.

Paragraph 8. Investments in Unrestricted MLP Subsidiaries . The parties agree and acknowledge that the Transactions are not prohibited by Section 7.09(d) of the Credit Agreement and the Lenders hereby waive any non-compliance with respect to the Transactions based on Section 7.09(d) of the Credit Agreement. Further, Section 7.09(d) of the Credit Agreement is hereby deleted, in its entirety and replaced with the following:

(d) The aggregate net amount of new Investments made by the Borrower and its Restricted Subsidiaries in Unrestricted MLP Subsidiaries after the Fifth Amendment Effective Date (and after giving effect to the Transactions) shall not at any time exceed the sum of (i) $1,800,000,000, plus (ii) the book value of all assets (other than cash and cash equivalents) acquired by the Borrower and its Restricted Subsidiaries, taken as a whole, after the Fifth Amendment Effective Date. For purposes of determining compliance with this subsection (d): (i) the “aggregate net amount of new Investments” shall be equal to: (A) the aggregate dollar amount of Investments made by the Borrower and its Restricted Subsidiaries in Unrestricted MLP Subsidiaries after the Fifth Amendment Effective Date (and for this purpose, Investments made by transfer of assets other than cash from the Borrower or a Restricted Subsidiary to an Unrestricted MLP Subsidiary shall be valued at the fair market value of such assets at the time of transfer), minus (B) (I) dividends and other distributions of cash received by the Borrower and its Restricted Subsidiaries after the Fifth Amendment Effective Date in respect of Investments in Unrestricted MLP Subsidiaries (or, in the case of Investments made after the Fifth Amendment Effective Date in the form of loans or other extensions of credit by the Borrower or its Restricted Subsidiaries to Unrestricted MLP Subsidiaries, repayments of the principal of such loans or other extensions of credit) and (II) cash consideration

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received by the Borrower and its Restricted Subsidiaries after the Fifth Amendment Effective Date from the sale to unrelated third parties of equity interests in Unrestricted MLP Subsidiaries, and (ii) “fair market value” of assets shall be equal to the fair market value of such assets as determined by an independent third party retained by the Borrower or an Unrestricted MLP Subsidiary or directors of either of the foregoing in connection with the Borrower’s or its Restricted Subsidiary’s Investment in such Unrestricted MLP Subsidiary.

Paragraph 9. Compliance Certificate . Exhibit C to the Credit Agreement is hereby amended and restated, in its entirety to read as Exhibit C attached hereto and incorporated by reference herein.

Paragraph 10. Designation of Unrestricted MLP Subsidiaries . Pursuant to Section 7.09(a) of the Credit Agreement, the Borrower hereby designates the Companies and all of their Subsidiaries as Unrestricted MLP Subsidiaries effective simultaneously with the effectiveness of the Transactions. The Borrower hereby certifies that, subject to the following sentence, all of the conditions to such designation set forth in Section 7.09 of the Credit Agreement, as amended by this Amendment, have been satisfied. Notwithstanding the requirements of Section 7.09(a)(ii) of the Credit Agreement, the Lenders agree that any of the matters described in such Section may continue in effect in respect of the Companies and all of their Subsidiaries for a period not exceeding 60 days after the Fifth Amendment Effective Date, so long as such matters are in existence prior to the Fifth Amendment Effective Date and were not incurred in contemplation of the Transactions, and the continuation of any such matters for such period shall not prevent or affect the designation and treatment of the Companies and their Subsidiaries as Unrestricted MLP Subsidiaries.

Paragraph 11. Acknowledgment and Ratification; Representations and Warranties . The Borrower acknowledges and agrees that, except as expressly provided herein, the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the obligations of the Borrower under the Credit Agreement, which Credit Agreement, as amended hereby, shall remain in full force and effect, and is hereby ratified and confirmed. Borrower represents and warrants to the Lenders that as of the date of execution of this Amendment and as of the Amendment Effective Date:

(a) (i) all representations and warranties set forth in the Credit Agreement are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, in which case they are true and correct as of such earlier date, and for purposes of this Amendment the representations and warranties contained in subsection (a)  and (b)  of Section 5.05 shall be deemed to refer to the most recent financial statements furnished by the Borrower pursuant to clauses (a)  and (b)  of Section 6.01 , (ii) no Default or Event of Default exists; and (iii) since December 31, 2005 there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect;

(b) the execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action, and do not and will not contravene the terms of any of the Borrower’s organizational documents or any Requirement of Law or any indenture or loan or credit agreement or any other material agreement or instrument to which the Borrower is a party or by which it is bound or to which it or its properties are subject;

(c) no authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any other person are necessary for the execution, delivery or performance by the Borrower of this Amendment or for the validity or enforceability thereof, other than routine informational filings with the SEC and/or other Governmental Authorities; and

(d) this Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by applicable

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bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, and by judicial discretion regarding the enforcement of or any applicable laws affecting remedies (whether considered in a court of law or a proceeding in equity).

Paragraph 12. Definitions Generally; Governing Law; Miscellaneous . Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meaning set forth in the Credit Agreement. This Amendment shall be governed by the internal laws of the State of New York. Unless stated otherwise, (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, and (c) this Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document.

Paragraph 13. E NTIRE A GREEMENT . T HIS A MENDMENT R EPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR , CONTEMPORANEOUS , OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES . T HERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THIS SUBJECT MATTER .

Remainder of Page Intentionally Blank.

Signature Pages to Follow

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IN WITNESS WHEREOF , the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers to be effective as of the day and year first above written.

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EXHIBIT A

COMPANIES :

COMPANY SUBSIDIARIES :

EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                      ,             

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of September 17, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ;” the terms defined therein being used herein as therein defined), among ONEOK, Inc., an Oklahoma corporation (the “ Borrower ”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent and L/C Issuer, and Citibank, N.A., as L/C Issuer.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                                                               of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. (a) The year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section, and (b) [refer to accompanying financial statements of each MLP that is an Unrestricted MLP Subsidiary for the year ended as of the above date]

[select one:]

[are attached hereto as Schedule 1 ]

—or—

[are available in electronic format and have been delivered pursuant to Section 6.02 of the Agreement].

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. (a) The unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date, and (b) [refer to accompanying financial statements of each MLP that is an Unrestricted MLP Subsidiary for the quarter ended as of the above date]

[select one:]

[are attached hereto as Schedule 1 ]

—or—

[are available in electronic format and have been delivered pursuant to Section 6.02 of the Agreement].

The financial statements described in 1(a) above fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.

3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it.]

—or—

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4. The representations and warranties of the Borrower contained in Article V of the Agreement, or which are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except (a) that to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (b) for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered, [and (c) (describe other exceptions, if any)].

5. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                                               ,                      .

                                              (“ Statement Date ”)

SCHEDULE 2

to the Compliance Certificate

($ in 000’s)

Section 7.08 – Debt to Capital.

Section 7.09 – Investment in Unrestricted MLP Subsidiaries.

Exhibit 10.1

SERVICES AGREEMENT

This Services Agreement (“ Agreement ”) is made and entered into as of the 6 ^th day of April, 2006 (the “ Effective Date ”) by and among ONEOK, Inc., an Oklahoma corporation (“ ONEOK ”), Northern Plains Natural Gas Company, LLC, a Delaware limited liability company (“ Northern Plains ”), NBP Services, LLC, a Delaware limited liability company (“ NBP Services ”), Northern Border Partners, L.P., a Delaware limited partnership (the “ MLP ”), and Northern Border Intermediate Limited Partnership (the “ ILP ”), a Delaware limited partnership. Each party is referred to herein individually as a “ Party ,” and collectively as the “ Parties . ” Capitalized terms used herein and not otherwise defined shall have the meanings given to them in Section 10.1 .

W I T N E S S E T H:

WHEREAS, the MLP and ILP previously contracted for NBP Services to provide certain services to the MLP and the ILP in connection with the day-to-day business and affairs of the MLP and ILP pursuant to the Administrative Services Agreement;

WHEREAS, the Parties desire for the Administrative Services Agreement to be terminated, superseded and replaced by this Agreement and to have the services previously provided under that Administrative Services Agreement be provided under this Agreement;

WHEREAS, Northern Plains, pursuant to certain Operating Agreements, is the operator of certain interstate natural gas pipelines in which the MLP and the ILP have an ownership interest;

WHEREAS, the Operating Agreements each provide that Northern Plains may delegate or cause one or more of its affiliates to fulfill its obligations under the Operating Agreements;

WHEREAS, certain affiliates of ONEOK own all of the outstanding general partner interests of each of the MLP and ILP and own a substantial percentage of the outstanding equity interests in the MLP;

WHEREAS, the Parties have determined that the operations of ONEOK and its affiliates and the Northern Border Companies can operate more efficiently and cost effectively if certain common services are combined and shared;

WHEREAS, certain ONEOK Affiliates and Northern Border Companies are regulated by various governmental entities that require a fair and reasonable method of allocation for costs incurred for such common services; and

WHEREAS, ONEOK (an affiliate of NBP Services and Northern Plains) desires to provide or cause the provision of certain services to the Northern Border Companies, and the Northern Border Companies desire to receive these services, in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the premises and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

SERVICES TO BE PROVIDED

1.1 Services . On the terms and conditions set forth in this Agreement, ONEOK will provide or cause to be provided to the Northern Border Companies at least the type and amount of services that it provides or causes to be provided to ONEOK Affiliates, including but not limited to, executive officers, legal services, human resources and employee benefits, information technology, insurance and risk management, purchasing, inventory control, gas supply services, marketing, pipeline control, right of way management, general operations and maintenance, measurement, engineering, accounting, contract administration, SEC reporting, day-to-day supervisory and administrative services, planning support, budgeting support, technical, treasury services, tax and internal audit services and other services required to be provided pursuant to the partnership agreements of the MLP and ILP, as amended from time to time, and various other services routinely and customarily provided to the ONEOK Affiliates (the “ Services ”). Each Northern Border Company or permitted successor or assign that receives Services shall be referred to as a “ Purchaser ” and collectively as the “ Purchasers ”. ONEOK and the ONEOK Affiliates that provide Services under this Agreement, including Northern Plains and NBP Services, shall be collectively referred to as the “ Provider .”

1.2 Operating Agreement Services . The Parties acknowledge and agree that Northern Plains will continue to perform its obligations under each of the Operating Agreements. To the extent Northern Plains requests Services from ONEOK under this Agreement in order to perform those obligations, ONEOK shall provide such Services, and Northern Plains shall pay for such Services, under the terms and conditions set forth in this Agreement. To the extent Northern Plains receives Services under this Agreement, it will be deemed a “Purchaser” with respect to such Services.

1.3 Additional Services . Any additional services requested by any Purchaser will be provided on the basis agreed upon by the Parties in writing. Unless the context otherwise requires, the term “Services” in this Agreement shall include any such additional services agreed upon in writing by the Parties.

1.4 Costs . The costs for the Services provided under this Agreement will be allocated and billed monthly to the Purchasers in a manner consistent with the method of allocation of such costs among other ONEOK Affiliates and consistent with applicable law, including the requirements of the Federal Energy Regulatory Commission (“ FERC ”). Direct costs will be allocated to the Purchasers having activities that give rise to such costs to the extent that such direct basis can reasonably be determined and allocated. The remaining unallocated direct costs and all indirect costs will then be allocated on the basis of a three-factor formula (the “ Distrigas Method ”), consistent with methods approved by the FERC. The Distrigas Method provides for the allocation of common costs based on the average of the percentage of “gross plant and investment”, “operating income” and “labor expense,” as such terms are defined in FERC regulations of each company involved in the calculation. The Provider will determine an average of those three factors for each Purchaser and for ONEOK and each ONEOK Affiliate

that is involved in the calculation. That average will be the allocation ratio for each such entity (the “ Distrigas Allocation Ratio ”). The Distrigas Allocation Ratio for each such entity will then be applied to the total amount of common costs to determine the amount of common costs that will be allocated to each such entity. The Distrigas Allocation Ratio will be recalculated annually, or as required due to acquisitions, divestitures or other similar types of transactions or regulatory requirements. For the avoidance of doubt, the costs allocated through the Distrigas Method are based on actual costs recognized under U.S. generally accepted accounting principles and do not include a mark-up or other element of profit. The Provider is not entitled to and will not receive any other fee or other compensation for the performance of the Services other than as set forth in this Section 1.4 .

ARTICLE II

SERVICE STANDARD

2.1 Standard of Care; Limited Warranty .

(a) The Provider represents that it will discharge its duties hereunder in good faith and with reasonable diligence and on a basis consistent with the standards of service provided to ONEOK Affiliates. EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, THE PROVIDER MAKES NO (AND HEREBY DISCLAIMS AND NEGATES ANY AND ALL) WARRANTIES OR REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. IN NO EVENT SHALL THE PROVIDER BE LIABLE TO THE NORTHERN BORDER COMPANIES OR ANY OTHER PERSON FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES RESULTING FROM ANY ERROR IN THE PERFORMANCE OF THE SERVICES, REGARDLESS OF WHETHER THE PROVIDER OR OTHERS MAY BE WHOLLY, CONCURRENTLY, PARTIALLY, OR SOLELY NEGLIGENT OR OTHERWISE AT FAULT; PROVIDED HOWEVER, THAT THE PROVIDER SHALL BE LIABLE FOR ANY DAMAGES ARISING OUT OF ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE PRECEDING IS THE ONLY WARRANTY CONCERNING THE SERVICES AND ANY RESULTS, WORK PRODUCT OR PRODUCTS RELATED THERETO, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT. THE PARTIES UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THE LEVEL OF COMPENSATION THE PARTIES HAVE AGREED TO ACCEPT IS PREDICATED ON THIS LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.

(b) The Parties shall agree and communicate regarding (i) any changes to the Services or (ii) service level expectations related to the Services. The Provider shall not make any changes to the Services or the manner in which they are provided without advance notice to the Purchaser.

2.2 Consequences of Breach or Non-Performance . The Purchasers shall promptly notify the Provider of any failure by the Provider to perform one or more of the Services in

accordance with the terms of this Agreement. In the event that the Provider does not cure such non-performance within thirty (30) business days of the receipt of such notice, the Purchasers may terminate such Service(s) by delivering notice to the Provider.

2.3 Relationship of Parties . The Parties hereby acknowledge and agree that, in providing the Services and otherwise in connection with this Agreement, the Provider is an independent contractor and is not, and shall not be deemed to be, an agent, employee or legal representative of the Purchasers or otherwise as having power or authority to bind the Purchasers, unless specifically delegated to do so in order to facilitate the Services.

ARTICLE III

TERM AND TERMINATION

3.1 Term . This Agreement shall become effective as of the Effective Date and shall remain in effect until terminated as herein provided or until Services are no longer being provided (the “ Term ”).

3.2 Termination of this Agreement . Except as set forth in Section 2.2 of this Agreement, a Party may not terminate this Agreement during the Term except under the following circumstances:

(a) The Parties may terminate this Agreement by the execution of a written agreement signed by authorized representatives of all Parties, in which event the termination shall be effective on the date specified in such agreement.

(b) If a transaction is consummated which would cause the Provider or its Affiliates (other than the Northern Border Companies and their subsidiaries) to cease to be a general partner of the MLP or the ILP, then ONEOK or the MLP, as the case may be, shall have the right to terminate this Agreement upon the execution and delivery of a mutually agreeable transition services agreement between the Parties.

3.3 Termination of the Administrative Services Agreement . Effective as of the execution and delivery of this Agreement, the Administrative Services Agreement is hereby terminated, superseded and replaced by this Agreement; provided, however, that all amounts due or to become due under that Administrative Services Agreement shall be paid in full and the Administrative Services Agreement shall continue in effect with respect thereto until all such amounts are paid in full.

ARTICLE IV

BILLING AND PAYMENT

4.1 Invoices . The Provider will send one monthly invoice to the ILP covering all of the Services provided under this Agreement. The monthly invoice will be sent following completion of the Provider’s normal monthly financial reporting process, including completion of the Distrigas Method calculation. The ILP shall pay each invoice by wire transfer or other means of immediate payment within fifteen (15) days of the invoice date without setoff or deduction of any kind, except as provided in Section 4.2 . Any late payment by the ILP shall incur a late fee of ten percent (10%) per annum, calculated from the due date until the date of

payment. In the event that any invoice is based on estimated costs, the Provider shall make adjustments by increasing or decreasing the costs in the invoice subsequent to the determination of the actual costs.

4.2 Disputed Amounts . In the event that a dispute arises as to the amount of any statement or invoice or any portions thereof submitted pursuant to this Article IV , the Parties will resolve the dispute in accordance with this Section 4.2 and Section 4.3 below. Pending resolution of the dispute, the ILP may withhold payment of the amounts on an invoice or statement to the extent such amounts are disputed in good faith, but shall pay all charges on such invoice or statement that are not so disputed. If the ILP disputes any amount on an invoice or statement it shall promptly notify the Provider in writing of such disputed amounts and the reasons each such charge is disputed. The Provider shall provide the ILP with sufficient records relating to the disputed charge to enable the Parties to resolve the dispute. In the event the determination is made that the ILP should have paid the disputed amount, the ILP shall pay the disputed amount, with interest on the disputed amount at a rate of ten percent (10%) per annum, calculated from and after the original due date of such invoice until the date of payment. If the ILP paid the disputed amount, but such disputed amount is ultimately determined not to have been payable, then the Provider shall refund to the ILP the disputed amount, with interest on the disputed amount at a rate of ten percent (10%) per annum, calculated from and after the date the Provider received the payment to the date of the refund. Payment by the ILP of a disputed amount shall not be deemed a waiver of the right of the ILP to recoup any contested portion of any bill or statement.

4.3 Dispute Resolution . In the event of a dispute under this Agreement, the Parties shall, during the fifteen (15) days after notice of such a dispute, use their commercially reasonable efforts to reach agreement on the disputed items or amounts. If the Parties are unable to reach agreement within such period, they shall promptly thereafter cause a nationally recognized accounting firm agreeable to the Parties (the “ Accounting Referee ”) to review this Agreement and the disputed items or amounts. The Accounting Referee shall deliver to the Parties as promptly as practicable (but in any event no later than thirty (30) days from the date of engagement of the Accounting Referee), a report setting forth the Accounting Referee’s determination of the appropriate resolution of the dispute. Such determination shall be final and binding upon the Parties. The cost of such review and report shall be borne equally by each Party involved in the dispute.

4.4 Audit . The Northern Border Companies and their designated representatives, after fifteen (15) days notice in writing to the Provider, shall have the right during normal business hours to audit, at their own expense, all books and records of the Provider related to the Services. Such audits shall not be commenced more often than twice each calendar year. The Northern Border Companies shall have two (2) years after the close of a calendar year in which to make an audit of the Provider’s records for such calendar year. Absent fraud or intentional concealment or misrepresentation by the Provider or its employees, the Provider shall neither be required nor permitted to adjust any item unless a claim therefore is presented or adjustment is initiated within two (2) years after the close of the calendar year in which the statement therefore is rendered, and in the absence of such timely claims or adjustments, the bills and statements rendered shall be conclusively established as correct. The Provider shall use reasonable

commercial efforts to obtain similar audit rights from contractors, consultants and suppliers engaged to perform any of the Services on behalf of the Provider.

ARTICLE V

LIMITATION OF LIABILITY AND INDEMNITIES

5.1 Purchaser’s Limitation of Liability . Each of the Northern Border Companies agrees, with respect to the Services provided to such entity hereunder, to indemnify, defend and hold harmless the Provider and its Affiliates (provided that Northern Plains shall not be entitled to indemnity for any costs, expenses or liabilities incurred by it as a general partner of the MLP or the ILP), and their respective employees, officers, directors, representatives and agents harmless from and against all claims, losses, costs, damages and expenses (including, without limitation, attorneys’ fees and expenses), penalties and liabilities (collectively, “ Liabilities ”) arising out of the acts (or failure to act) by any such persons or entities in connection with the performance by such persons or entities of such Services, REGARDLESS OF WHETHER THE PROVIDER OR SUCH OTHER PERSONS OR ENTITIES MAY BE WHOLLY, CONCURRENTLY, PARTIALLY OR SOLELY NEGLIGENT OR OTHERWISE AT FAULT IN CONNECTION THEREWITH; PROVIDED, HOWEVER, THAT NEITHER THE PROVIDER NOR ANY OF SUCH OTHER PERSONS AND ENTITIES SHALL BE INDEMNIFIED FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PROVIDER OR SUCH OTHER PERSONS OR ENTITIES.

5.2 Provider’s Indemnification . The Provider shall indemnify, defend and hold the Northern Border Companies and their general partners and their respective employees, directors, policy committee members, officers, representatives and agents harmless from and against all Liabilities arising out of the performance of this Agreement and resulting from the gross negligence or willful misconduct of the Provider or its Affiliates.

5.3 Defense of Claims . It is understood and agreed that in the event that any Party is made a defendant in any suit, action or proceeding for which it is entitled to be indemnified pursuant to this Agreement, and the applicable indemnifying party fails or refuses to timely assume the defense thereof, after having been notified by the indemnified party to do so, that the indemnified party may compromise and settle or defend any such claim, and the applicable indemnifying party shall be bound and obligated to reimburse said indemnified party for the amount expended by the indemnified party in settling and compromising any such claim, or for the amount expended by the indemnified party in paying any judgment rendered therein, together with all reasonable attorneys’ fees and costs incurred by the indemnified party for defense or settlement of such claim. Any judgment rendered against the indemnified party or amount expended by the indemnified party in compromising or settling such claim, together with all reasonable attorneys’ fees and costs, shall be conclusive as determining the amount for which the applicable indemnifying party is liable to reimburse the indemnified party hereunder.

ARTICLE VI

CONFIDENTIALITY AND OWNERSHIP OF RECORDS

6.1 Confidentiality . The Parties acknowledge that in the course of this Agreement they may have access to and be in possession of Confidential Information (as described

immediately below) of the other Party. Each Party shall protect the other Parties’ Confidential Information in the same manner as it protects its own confidential information of like kind, which in no event shall be less than reasonable care. Each Party’s access to the Confidential Information of the other Parties shall be restricted to those of such Party’s personnel who have a need to know in order to perform under this Agreement. The provisions of this Section shall survive any termination or expiration of this Agreement and shall not be limited by any limitation of liability contained herein. The term “ Confidential Information ” shall mean information regarded by that Party as proprietary or confidential, including, but not limited to, information relating to its business affairs, financial information and prospects; future projects or purchases; proprietary products, materials or methodologies; data; customer lists; system or network configurations; passwords and access rights; and any other information marked as confidential or, in the case of information verbally disclosed, verbally designated as confidential.

6.2 Ownership of Records . The Northern Border Companies shall own the data, records, information, etc. provided, generated, or otherwise related to the Services and the business of the Northern Border Companies (“ Northern Border Company Records ”), regardless of who prepares or generates such Northern Border Company Records. The Provider shall maintain on behalf of the Northern Border Companies all Northern Border Company Records and shall not destroy or delete any Northern Border Company Records without the prior written consent of the Northern Border Companies. Additionally, should this Agreement be terminated, then the Provider shall deliver or cause to be delivered all Northern Border Company Records to the Northern Border Companies; provided, however, that ONEOK shall be entitled to retain copies of any such Records.

ARTICLE VII

FORCE MAJEURE

7.1 Force Majeure . Subject to the standards set forth in Article II , if, by reason of force majeure (as defined in Section 7.2 below), a Party is rendered unable, wholly or in part, to carry out its obligations under this Agreement, and if the non-performing Party declaring force majeure gives notice and reasonable particulars of such force majeure to the Party to whom the performance is due within a reasonable time after the occurrence of the cause relied on, upon giving such notice, so far as and to the extent that it is affected by such force majeure, the non-performing Party declaring force majeure shall not be liable solely on account of such inability to perform during the continuance of any inability so caused; provided, however, the non-performing Party shall use commercially reasonable efforts to recommence performance of the affected Services as promptly as possible; provided, further, however , that an event of force majeure shall not excuse payment for Services provided hereunder.

7.2 Definition of Force Majeure . The term “force majeure” as employed in this Agreement shall mean acts of God; strikes, lockouts or industrial disputes or disturbances; civil disturbances; arrests and restraints from rulers of people; interruptions by government, administrative agency or court orders, other than as a result of a failure to comply with laws; present and future valid orders, decisions or rulings of any governmental or administrative entity having proper jurisdiction; acts of a public enemy; wars; acts of terrorism; riots; blockades; insurrections; inability to secure materials by reason of allocations promulgated by authorized governmental agencies; epidemics; landslides; lightning; earthquakes; fire; storm; floods;

washouts; whether of the kind herein enumerated or otherwise, not reasonably within the control of the Party claiming force majeure and not caused, in whole or in part, by the acts or omissions of the Party so affected by force majeure.

ARTICLE VIII

NOTICES AND REPORTS

8.1 Notices . All notices and other communications under this Agreement shall be in writing and shall be deemed duly given (i) when delivered personally or by prepaid overnight courier, with a record of receipt, (ii) the fourth day after mailing, if mailed by certified mail, return receipt requested, or (iii) the day of transmission, if sent by facsimile or telecopy during regular business hours, or the day after transmission if sent after regular business hours (with a copy promptly sent by prepaid overnight courier with record of receipt or by certified mail, return receipt requested), to the Parties at the following addresses or telecopy numbers (or to such other address or telecopy number as a Party may have specified by notice given to the other Party pursuant to this provision):

If to the Provider(s), to:

ONEOK, Inc.

100 West 5 ^th Street

Tulsa, OK 74103

Attn: General Counsel

Facsimile: (918) 588-7971

If to Northern Border Companies:

Northern Border Partners, L.P.

13710 FNB Parkway

Omaha, NE 68154-5200

Attention: General Counsel

Facsimile: (402) 492-7480

ARTICLE IX

MISCELLANEOUS

9.1 Applicable Law . THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL IN ALL RESPECTS BE GOVERNED BY AND INTERPRETED, CONSTRUED, AND DETERMINED IN ACCORDANCE WITH, THE APPLICABLE PROVISIONS OF THE BANKRUPTCY CODE AND THE INTERNAL LAWS OF THE STATE OF OKLAHOMA (WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISION THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION).

9.2 Waiver . The performance of or compliance with a Party’s obligation hereunder may be waived, but only in writing signed by an authorized representative of the other relevant Party. No waiver or failure of enforcement by any Party of any default by any other Party in the performance of any provision, condition or requirement herein shall be deemed to be a waiver of, or in any manner a release of the defaulting Party from, performance of any other provision, condition or requirement herein, nor deemed to be a waiver of, or in any manner a release of the defaulting Party from, future performance of the same provision, condition or requirement; nor shall any delay or omission of any non-defaulting Party to exercise any right hereunder in any manner impair the exercise of any such right or any like right accruing to it thereafter.

9.3 Modification . This Agreement may not be modified, varied or amended except by an instrument in writing signed by the Parties.

9.4 Headings . The headings to each of the various Articles and Sections in this Agreement are included for convenience and reference only and shall have no effect on, or be deemed as part of the text of, this Agreement.

9.5 Third Parties . Except as provided in Article V hereof, this Agreement is not intended to confer upon any Person not a Party hereto any rights or remedies hereunder, and no Person other than the Parties hereto is entitled to rely on or enforce any representation, warranty or covenant contained herein.

9.6 Survival; Limitations Period . Notwithstanding any other provisions in this Agreement, all indemnities, limitations of liability, and payment obligations set forth in this Agreement, and the provisions set forth in Section 4.2 and Articles V , VI , VII , VIII , IX , X and XI , shall survive the termination of this Agreement or the expiration of the Term, in whole or in part. NO PARTY MAY ASSERT ANY CAUSE OF ACTION AGAINST ANY OTHER PARTY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER TERMINATION OF THIS AGREEMENT.

9.7 Binding Effect Assignment .

(a) Subject to Section 9.7(b) below, no Party hereto may assign this Agreement, in whole or in part, except with the prior written approval of each other Party. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective permitted successors and assigns.

(b) The Provider may assign the performance by it of any Service to an Affiliate (other than the Northern Border Companies and their subsidiaries) or any subsidiary or any successor in interest to any such Affiliate or subsidiary. In addition, the Provider may subcontract or outsource the performance of any Service to a third party.

9.8 Entire Agreement . This Agreement, including any exhibits, attachments and schedules hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes any prior understandings or written or oral agreements relative to such subject matter. However, this Agreement in no way changes or amends the terms of the Operating Agreements or the Administrative Services Agreement or the obligations of NBP

Services and Northern Plains to any of the Northern Border Companies under any of those agreements.

9.9 Waiver of Jury Trial . THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.10 No Strict Construction . The Parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring a Party by virtue of the authorship of any of the provisions of this Agreement.

9.11 Severability . If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect.

9.12 Counterparts . This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

9.13 Acknowledgement of Applicability of Section 365(n) of the Bankruptcy Code . The Parties hereby acknowledge that this Agreement is an executory contract granting rights in intellectual property to the Northern Border Companies as described in the U. S. Bankruptcy Code, Title 11 Section 365(n)(1)(B), and, as such, the Northern Border Companies may retain their rights under this Agreement in the event that the Provider or its Affiliates or its trustee, as applicable, rejects such executory contract or this Agreement pursuant to, and in accordance with, Section 365(n) of Title 11. Furthermore, the Parties acknowledge and agree that the execution of this Agreement shall not impair any of the Provider’s rights under title 11 of the United States Code.

ARTICLE X

INTERPRETATION; DEFINITIONS

10.1 Definitions . Capitalized terms used herein and not otherwise defined shall have the following meanings:

“ Administrative Services Agreement ” means the agreement between NBP Services, LLC, Northern Border Partners, L.P. and Northern Border Intermediate Limited Partnership effective as of October 1, 1993, as amended.

“ Affiliate ” means any person or entity that is Controlled By a person. For purposes of this Agreement, a Provider shall not constitute an Affiliate of any Purchaser.

“ Control” or “Controlled By ” means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by written contract or otherwise).

“ Northern Border Companies ” (each, individually, a Northern Border Company) means (i) the MLP, (ii) the ILP, (iii) any direct or indirect subsidiary of the MLP, and (iv) any other entity that directly, or through one or more intermediaries, is controlled by the MLP, and (v) any entity in which the MLP or ILP has a direct or indirect ownership interest and NBP Services or Northern Plains is contractually obligated to provide administrative and/or operational services.

“ ONEOK Affiliates ” means any direct or indirect subsidiary of ONEOK or any entity controlled by ONEOK, but shall exclude any of the Northern Border Companies.

“ Operating Agreements ” include (i) the Northern Border Pipeline Project Operating Agreement between Northern Plains Natural Gas Company and Northern Border Pipeline Company dated February 28, 1980; (ii) the Midwestern Gas Transmission Company Operating Agreement between Northern Plains Natural Gas Company and Midwestern Gas Transmission Company dated May 1, 2001; (iii) the Viking Gas Transmission Company Operating Agreement between Northern Plains Natural Gas Company and Viking Gas Transmission Company dated January 17, 2003, and (iv) the Operating Agreement between Northern Plains Natural Gas Company and Guardian Pipeline, L.L.C. dated April 5, 2004. Additionally, this definition shall include any other operating agreement subsequently entered into by Northern Plains for the purpose of providing similar services to other natural gas transmission companies or similar services to other entities in the energy industry.

10.2 Construction and Interpretation . All references herein to agreements and other contractual instruments shall be deemed to include all exhibits, attachments and appendices attached thereto and all amendments and other modifications to such agreements and instruments. Words used herein in the singular, where the context so permits, shall also apply to words when used in the plural and visa versa. The term “including” when used in this Agreement will be by way of example and not considered in any way to be a limitation, and means “including, without limitation”.

ARTICLE XI

LICENSE GRANT

11.1 License . Subject to the terms and conditions of this Agreement, and subject to the right of ONEOK and the ONEOK Affiliates to do so, ONEOK and the ONEOK Affiliates (collectively, for purposes of this Article XI , “ Licensor ”) hereby grant and agree to grant to each Northern Border Company (each, for purposes of this Article XI , a “ Licensee ”), under all of Licensor’s intellectual property rights in and to the software programs, object code and source

code, and documentation related to the Services and licensed patents related thereto (“ Licensed Programs ”), a fully paid-up, irrevocable and perpetual (during the term of this Agreement), worldwide, non-exclusive, transferable, sublicensable, assignable license to: (i) copy, modify and use the Licensed Programs and documentation; (ii) use, make, have made, distribute, and sell any and all products and services of Licensee, its Affiliates, and its sublicensees (if any) and (iii) engage in the business as conducted by Licensee, its Affiliates, and sublicensees (if any). The foregoing license shall include the right for any third party service company or independent contractor retained by any Licensee or an Affiliate of any Licensee (“ Contractor ”) to install, copy, modify and/or use the Licensed Programs on behalf of such Licensee and its Affiliates. The grant of the foregoing licenses with respect to any particular Licensed Program and related documentation or patents shall be limited to those Licensed Programs utilized by the Provider to provide the Services to the Purchasers and shall not include any Licensed Programs subject to agreements that would be breached by the grant in this paragraph.

11.2 Existing Rights . Except as expressly provided herein, Licensor shall retain all of its right, title and interest, including, without limitation, all intellectual property rights, in and to the Licensed Programs, including any and all copies in whatever form. Licensee acknowledges that all materials provided by Licensor to Licensee under this provision, including, but not limited to the Licensed Programs, class libraries, scripts, algorithms, designs, flow-charts, procedures, processes, systems, methodologies, and information shall remain the sole and exclusive property of Licensor.

11.3 Hardware and Software Platform . Licensee acknowledges that Licensee’s operation of the Licensed Programs may require, among other things, Licensee’s obtaining rights to use third party hardware and licensed copies of third party software, and Licensee shall be responsible for obtaining such rights to use third party hardware and software. Licensor assumes no responsibility or liability under this license grant or otherwise for obtaining or providing any such third party hardware or software or for providing any labor support. Licensor shall provide reasonable assistance in converting Licensee’s data files for use with the Licensed Programs.

(Signature Page Follows)

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, all as of the date first above written.