Exhibit 10.10.4


 


FOURTH AMENDMENT TO OPERATING AGREEMENT


 


THIS
FOURTH AMENDMENT TO OPERATING AGREEMENT (the “Amendment”) is entered into
effective as of the 31st day of December, 2009 by and between TUSCARORA GAS TRANSMISSION COMPANY, a Nevada general partnership,
(the “Partnership”)  and TRANSCANADA NORTHERN BORDER INC. (formerly TRANSCAN NORTHWEST BORDER LTD.), a Delaware corporation (the
“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, the Second Amendment to Operating
Agreement dated as of December 31, 2007, and the Third Amendment to
Operating Agreement dated as of December 31, 2008 (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, 2009”
that appears in such section (as amended) and substituting in place thereof the
date “December 31, 2010.”


 


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 Nevada,
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/
  Lee G. Hobbs

  
	
   

  	
  Name:

  	
  Lee
  G. Hobbs

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Terry Ofremchuk

  
	
   

  	
  Name:

  	
  Terry
  Ofremchuk

  
	
   

  	
  Title:

  	
  Vice
  President, Taxation

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark Zimmerman

  
	
   

  	
  Name:

  	
  Mark
  Zimmerman

  
	
   

  	
  Title:

  	
  President
  – TC Pipelines GP, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Donald J. DeGrandis

  
	
   

  	
  Name:

  	
  Donald
  J. DeGrandis

  
	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRANSCANADA
  NORTHERN BORDER INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dean K. Ferguson

  
	
   

  	
  Name:

  	
  Dean
  K. Ferguson

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kelly J. Jameson

  
	
   

  	
  Name:

  	
  Kelly
  J. Jameson

  
	
   

  	
  Title:

  	
  Secretary

  



 


Tuscarora Operating Agreement – 4  Amendment


 


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