Consent and Amendment to Operating Agreement between Northern Border Pipeline Company and Northern Plains Natural Gas Company, LLC (April 6, 2006)

Summary

This agreement is between Northern Border Pipeline Company and Northern Plains Natural Gas Company, LLC. It amends their existing Operating Agreement to allow Northern Border Pipeline Company to enter into a new operating agreement with a different operator, effective April 1, 2007. The amendment also changes the term of the current agreement to end on March 31, 2007, ensuring a smooth transition. All other terms of the original agreement remain unchanged.

EX-10.1 3 h34683bexv10w1.txt CONSENT AND AMENDMENT TO OPERATING AGREEMENT Exhibit 10.1 CONSENT AND AMENDMENT TO OPERATING AGREEMENT This CONSENT AND AMENDMENT TO OPERATING AGREEMENT (this "AMENDMENT"), dated as of April 6, 2006 (the "EFFECTIVE DATE"), is by and between NORTHERN BORDER PIPELINE COMPANY, a Texas general partnership ("PARTNERSHIP"), and NORTHERN PLAINS NATURAL GAS COMPANY, LLC, a Delaware limited liability company ("OPERATOR"). Partnership and Operator are sometimes referred to in this Amendment individually as "PARTY" and collectively as the "PARTIES." RECITALS A. Partnership and Operator are parties to that Operating Agreement, dated as of February, 1980 (as heretofore amended or modified, the "AGREEMENT"; capitalized terms used but not defined in this Amendment have the meanings ascribed to such terms in the Agreement). B. Contemporaneously with the execution of this Amendment, Partnership is entering into that Operating Agreement, dated as of the Effective Date (the "NEW OPERATING AGREEMENT"), between Partnership and TransCan Northwest Border Ltd. (the "NEW OPERATOR"), pursuant to which New Operating Agreement, the New Operator will not commence its responsibilities as operator thereunder until April 1, 2007. C. The Parties wish to (i) express their consent to Partnership entering into the New Operating Agreement, and (ii) amend the term of the Agreement to coordinate with the assumption by New Operator of its responsibilities under the New Operating Agreement. NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. CONSENT TO NEW OPERATING AGREEMENT Operator hereby consents to the execution and delivery by Partnership of the New Operating Agreement, and the performance by Partnership of its obligations thereunder. 2. AMENDMENT TO THE AGREEMENT 2.1 Amendment of Section 8.01 of the Agreement. Section 8.01 of the Agreement is hereby amended to read as follows: CONSENT AND AMENDMENT "Section 8.01 - Term This Agreement shall be effective as of March 9, 1978 and, subject to the provisions of the General Partnership Agreement, shall continue through March 31, 2007." 3. MISCELLANEOUS 3.1 Headings Descriptive. The headings contained in this Amendment are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 3.2 Signatures and Counterparts. Facsimile or electronic mail transmission in "portable document format" of any signed original document and/or retransmission of any signed facsimile transmission or electronic transmission in "portable document format" shall be the same as delivery of an original. At the request of either Party, the Parties will confirm facsimile or such electronic transmission by signing a duplicate original document. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. 3.3 Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 3.4 Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 3.5 Effect of Amendment. Except as amended by this Amendment, all other terms and provisions of the Agreement shall remain in full force and effect. [Signature pages follow.] CONSENT AND AMENDMENT 2 IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives as of the Effective Date. "Partnership" NORTHERN BORDER PIPELINE COMPANY, a Texas general partnership By: NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP, General Partner By: /s/ Jerry L. Peters ------------------------------------------ Name: Jerry L. Peters Title: Chief Financial and Accounting Officer By: TC PIPELINES INTERMEDIATE LIMITED PARTNERSHIP, General Partner By: /s/ Ronald J. Turner ----------------------------------------- Name: Ronald J. Turner Title: President and Chief Executive Officer By: /s/ Donald R. Marchand ---------------------------------------- Name: Donald R. Marchand Title: Vice-President and Treasurer CONSENT AND AMENDMENT S-1 "Operator" NORTHERN PLAINS NATURAL GAS COMPANY, LLC, a Delaware limited liability company By: /s/ Jerry L. Peters ----------------------------------------- Name: Jerry L. Peters Title: Vice President, Finance and Treasurer CONSENT AND AMENDMENT S-2