Exhibit 10.9.1


 


Execution Copy


 


Amendment No. 1 to


Northern Border Pipeline Company Operating
Agreement


 


This
Amendment No. 1 to the Northern Border Pipeline Company Operating
Agreement, effective as of April 22, 2008 (“Amendment No. 1”),  is entered into by and between Northern Border Pipeline
Company, a Texas general partnership (“Partnership”), and TransCanada Northern
Border Inc., a Delaware corporation (“Operator”).


 


RECITALS


 


WHEREAS,
the Partnership and TransCan Northwest Border Ltd. entered into the Northern
Border Pipeline Company Operating Agreement dated April 6, 2006 (“Existing
Agreement”), to provide for the operations of the Partnership; and


 


WHEREAS,
TransCan Northwest Border Ltd. changed its name to TransCanada Northern Border
Inc. on March 13, 2007; and


 


WHEREAS,
the Partnership and the Operator have agreed to amend a provision of the Existing
Agreement;


 


NOW,
THEREFORE, in consideration of the representations, covenants and premises
hereinafter set forth the parties agree as follows:


 


Section 1.1            Definitions.  Capitalized terms not
otherwise defined herein shall have the meanings ascribed to such terms in the
Agreement.


 


Section 2.1            Amendments.  Effective as of the date
first above written, Section 5.2 of the Existing Agreement shall be superseded
and replaced in its entirety with the following:


 


“5.2  Budgets


 


On
or before each November 1, Operator shall prepare and submit for approval
of the Management Committee a final budget including estimated capital
expenditures and operating income and expenses. 
Except as the Management Committee may otherwise direct, the budget
approved by the Partnership and then in effect shall constitute authorization of
Operator to incur the expenditures contained in such budget.  The budget approved by the Partnership shall
be adequate for Operator to meet its current responsibilities under this
Agreement, including the performance standard set out in Section 2.2(a).”


 

















 


Section 3.1            Miscellaneous.


 


(a)                                  Governing Law.


This Amendment No. 1 shall be construed
and interpreted under the laws of the State of Texas.


(b)                                 Successors and Assigns.


This Amendment No. 1 shall be binding
upon and inure to the benefit of the parties signatory hereto and their
respective successors and assigns.


(c)                                  Counterparts.


This Amendment No. 1 may be executed in
any number of counterparts, all of which together shall constitute one
agreement binding on the parties hereto.


(d)                                 Continuation of Agreement.


The Existing Agreement, as amended by this
Amendment No. 1, shall continue in full force and effect from and after
the date hereof.    The term “Agreement”
used in the Existing Agreement shall for all purposes therein refer to the
Existing Agreement as amended by this Amendment No. 1.


 


IN WITNESS WHEREOF, the parties have executed
this Amendment No. 1 as of the day and year first written above.


 


 


	
  TRANSCANADA NORTHERN BORDER INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Paul F. Miller

  	
   

  
	
  Name: 

  	
  Paul F. Miller

  	
   

  
	
  Title:

  	
  Vice President and General Manager

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Patricia M. Wiederholt

  	
   

  
	
  Name: 

  	
  Patricia M. Wiederholt

  	
   

  
	
  Title:

  	
  Principal Financial Officer and Controller

  	
   

  



 

















 


	
  NORTHERN BORDER PIPELINE COMPANY

  	
   

  
	
  a Texas general partnership

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  ONEOK PARTNERS INTERMEDIATE LIMITED
  PARTNERSHIP, 

  
	
   

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  ONEOK
  ILP GP, L.L.C., its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Curtis Dinan

  	
   

  
	
   

  	
  Name:

  	
  Curtis Dinan

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  TC PIPELINES INTERMEDIATE LIMITED
  PARTNERSHIP,

  
	
   

  	
  General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: TC PipeLines GP, Inc., its General
  Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Zimmerman

  	
   

  
	
   

  	
  Name:

  	
   Mark
  Zimmerman

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald J. DeGrandis

  	
   

  
	
   

  	
  Name:

  	
   Donald J. DeGrandis

  	
   

  
	
   

  	
  Title:

  	
  Secretary