Exhibit 10.10.3


 


THIRD AMENDMENT TO OPERATING AGREEMENT


 


THIS THIRD
AMENDMENT TO OPERATING AGREEMENT (the “Amendment”) is entered into as of  the 31st day
of December, 2008 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, as amended by the First Amendment to Operating Agreement dated as of  June 21, 2007, and the Second Amendment
to Operating Agreement dated as of December 31, 2007 (collectively, the “Agreement”),
pursuant to which Operator agreed to operate the Tuscarora Pipeline on the
terms and conditions set forth therein; and


 


WHEREAS, Partnership
and Operator now desire to amend the Agreement to further 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 “December 31, 2008”
that appears in such section (as amended) and substituting in place thereof the
date “December 31, 2009.”


 


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

  
	
   

  	
   

  
	
   

  	
  TC Pipelines Tuscarora LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Terry Ofremchuck

  
	
   

  	
  Name:
  Terry Ofremchuck

  
	
   

  	
  Title:
  Vice-President, Taxation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark A.P. Zimmerman

  
	
   

  	
  Name:
  Mark A.P. Zimmerman

  
	
   

  	
  Title:
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TC Tuscarora Intermediate Limited Partnership, by its general
  partner, TC PipeLines GP, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark A. P. Zimmerman

  
	
   

  	
  Name:
  Mark A. P. Zimmerman

  
	
   

  	
  Title:
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Donald J. DeGrandis

  
	
   

  	
  Name:
  Donald J. DeGrandis

  
	
   

  	
  Title:
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRANSCANADA NORTHERN BORDER INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ron Cook

  
	
   

  	
  Name: Ron Cook

  
	
   

  	
  Title: Vice President - Taxation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marcia Anderson

  
	
   

  	
  Name: Marcia Anderson

  
	
   

  	
  Title: Assistant Secretary

  



 


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