Exhibit 10.10.1


 


FIRST AMENDMENT TO OPERATING AGREEMENT


 


THIS FIRST AMENDMENT TO OPERATING AGREEMENT
(the “Amendment”) is entered into this 21st day of June, 2007 by and between TUSCARORA GAS TRANSMISSION COMPANY, a Nevada general
partnership, (“Partnership”) and TRANSCANADA NORTHERN
BORDER INC.  (formerly TRANSCAN NORTHWEST BORDER LTD.), a Delaware corporation (“Operator”).


 


Capitalized terms used herein but not
otherwise defined herein shall have the meaning given such terms in the
Agreement (as defined below).


 


RECITALS:


 


WHEREAS, Partnership and Operator entered
into that certain Operating Agreement dated as of December 19, 2006 (the “Agreement”)
pursuant to which, Operator agreed to operate the Tuscarora Pipeline on the
terms and conditions set forth therein;


 


WHEREAS, Operator changed its name from “TransCan
Northwest Border Ltd.” to “TransCanada Northern Border Inc.” on March 14,
2007; and


 


WHEREAS, Partnership and Operator now desire
to amend the Agreement to extend the term of the Agreement;


 


NOW, THEREFORE, for and in consideration of
the following and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound, hereby agree as follows:


 


1.             Section 9.01
of the Agreement is hereby amended by deleting the date “June 30, 2007”
that appears in such section and substituting in place thereof the date “December 31,
2007.”


 


2.             Except
as and to the extent expressly modified by this Amendment, the Agreement shall
remain in full force and effect in accordance with the terms and provisions
thereof, and the execution, delivery and effectiveness of this Amendment shall
not operate as a release or waiver of any other right, power or remedy of the
Parties to the Agreement, nor constitute a release or waiver of any other
provision of the Agreement.


 


3.             This
Amendment may be executed in two or more counterparts, each of which shall be
deemed to be an original copy of this Amendment, and all of which, when taken
together, shall be deemed to constitute one and the same agreement.  The Parties may sign and deliver this
Amendment by facsimile transmission. 
Each Party agrees that the delivery of this Amendment by facsimile shall
have the same force and effect as delivery of original signatures, and that
each Party may use such facsimile as evidence of the execution and delivery of
this Amendment by all Parties to the same extent that an original signature
could be used.


 

















 


4.             This
Amendment shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without regard to its conflict of laws rules or
principles.


 


IN WITNESS WHEREOF, the Parties hereto have
executed this Amendment as of the date first written above.


 


	
   

  	
  TUSCARORA GAS TRANSMISSION

  
	
   

  	
  COMPANY

  
	
   

  	
  by its Partners

  
	
   

  	
   

  	
   

  
	
   

  	
  Tuscarora Gas Pipeline Co.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carolyn C. Barbash

  
	
   

  	
  Name: Carolyn C. Barbash

  
	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TCPL Tuscarora Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ron Cook

  
	
   

  	
  Name: Ron Cook

  
	
   

  	
  Title:  Vice President - Taxation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald J. DeGrandis

  
	
   

  	
  Name: Donald J. DeGrandis

  
	
   

  	
  Title:  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TC Tuscarora Intermediate Limited

  
	
   

  	
  Partnership, by its general partner, TC 

  
	
   

  	
  PipeLines GP, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ron Cook

  
	
   

  	
  Name: Ron Cook

  
	
   

  	
  Title:  Vice President - Taxation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald J. DeGrandis

  
	
   

  	
  Name: Donald J. DeGrandis

  
	
   

  	
  Title:  Secretary

  



 


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  TRANSCANADA NORTHERN

  BORDER INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ron Cook

  
	
   

  	
  Name: Ron Cook

  
	
   

  	
  Title:  Vice President - Taxation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald J. DeGrandis

  
	
   

  	
  Name: Donald J. DeGrandis

  
	
   

  	
  Title:  Secretary

  



 


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