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8TH Supplement General Partnership Agreement

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EIGHTH SUPPLEMENT
AMENDING NORTHERN BORDER PIPELINE COMPANY
GENERAL PARTNERSHIP AGREEMENT
DATED MAY 21, 1999


This Agreement is dated as of May 21, 1999 (the "Eighth Supplement") by and among (i) the "Divesting Partners," consisting of TransCanada Border PipeLine Ltd., a Nevada corporation and TransCan Northern Ltd., a Delaware corporation; (ii) Northern Border Intermediate Limited Partnership, a Delaware limited partnership ("NBILP"); and (iii) TC PipeLines Intermediate Limited Partnership, a Delaware limited partnership ("TCILP").


WITNESSETH THAT:


WHEREAS, the Divesting Partners and NBILP are parties to that certain General Partnership Agreement for Northern Border Pipeline Company, a Texas general partnership (the "Partnership"), effective as of March 9, 1978, as amended by (i) the "First Supplement," dated as of October 25, 1979 (as amended by Agreement dated April 20, 1990), (ii) the Phase I Partnership Commitment Agreement dated December 12, 1980, (iii) the "Second Supplement," dated as of December 15, 1980 (as amended by Agreement dated April 20, 1990), (iv) the "Third Supplement," dated October 1, 1981, (v) the "Fourth Supplement," dated February 17, 1984, (vi) the "Fifth Supplement," dated April 20, 1990, (vii) the "Sixth Supplement," dated April 19, 1991, and (viii) the "Seventh Supplement," dated September 23, 1993, such General Partnership Agreement, as amended or supplemented, being herein referred to as the "Partnership Agreement"; and


WHEREAS, the Divesting Partners intend to transfer, pursuant to Section 10.1 of the Partnership Agreement, each of their respective partnership interests in the Partnership to TCILP;


WHEREAS, to facilitate the admission of TCILP as a general partner in the Partnership, the Divesting Partners, NBILP and TCILP desire to evidence herein (i) the consent of NBILP to the transfer by the Divesting Partners of their respective partnership interest in the Partnership to TCILP, (ii) the admission of TCILP as a general partner in the Partnership, and (iii) certain amendments to the Partnership Agreement; and


WHEREAS, NBILP and the members of the Management Committee of the Partnership have unanimously consented to and approved the transfer, admission and amendments referred to herein pursuant to an Agreement dated March 17, 1999, by and among the general partners of NBILP, the Divesting Partners, the Partnership, NBILP,


2 Northern Border Partners, L.P., the members of the Management Committee of the Partnership and the Operator.


NOW, THEREFORE, the Divesting Partners, NBILP and TCILP for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows:


1. Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Partnership Agreement.


2. Consent of NBILP. NBILP hereby consents to the transfer by each of the Divesting Partners to TCILP of its interest in and to the Partnership and agrees that each such transfer shall be permitted notwithstanding the terms of Section 10.5 of the Partnership Agreement or any other terms thereof that might prohibit such transfer.


3. Admission of TCILP. The Divesting Partners and NBILP hereby consent to the admission of TCILP as a partner in the Partnership (notwithstanding the terms of Section 11 of the Partnership Agreement or any other terms thereof that might restrict such admission of TCILP) and TCILP shall become a Partner in the Partnership effective as of the closing date of the transactions contemplated by that certain Registration Statement on Form S-1 (File No. 333-69947), as filed with the Securities and Exchange Commission by TC PipeLines, L.P. and as amended from time to time (hereinafter called the "Approval Date"). From and after the Approval Date, TCILP agrees to be bound by all of the terms, obligations and conditions of the Partnership Agreement. The Partnership shall pay the distribution to its partners for the quarter ending June 30, 1999 (that would, but for this sentence, be payable to TCILP) proportionately as between the Divesting Partners, on the one hand, and TCILP, on the other hand, based on the number of days these entities are actually partners of the Partnership during the quarter ending June 30, 1999.


4. Amendment of Partnership Agreement. Effective the Approval Date, the Divesting Partners, NBILP and TCILP hereby agree that the Partnership Agreement shall be amended, effective as of the Approval Date, as follows:


(a) Section 1 of the Partnership Agreement is amended and is restated in its entirety as follows:


1. Parties. The following are the parties to this Agreement:


1.1 Northern Border Intermediate Limited Partnership
(hereinafter referred to as "NBILP"), a limited partnership
organized under the laws of the State of Delaware with its
principal place of business located at 1400 Smith Street,
Houston, Texas 77002.


3
1.2 TC PipeLines Intermediate Limited Partnership (hereinafter
called "TCILP") a limited partnership organized under the
laws of the State of Delaware with its principal place of
business located at Four Greenspoint Plaza, 16945
Northchase Drive, Houston, Texas 77060.


(b) Section 2.45 of the Partnership Agreement is amended to delete the reference to Sections 1.1 through 1.3 and replace it with "...Sections 1.1 and 1.2."


(c) Section 2 of the Partnership Agreement is amended to add the following:


2.61 Eighth Supplement. The Agreement dated as of May 21, 1999 among the Partners.


(d) Section 3.6.1 of the Partnership Agreement is amended and restated to read as follows (and TCILP and NBILP shall each be deemed, as of the Approval Date, to have made the representations set forth in Section 3.6.1):


3.6.1 Representations and Warranties Concerning 1999 Change in
Composition of Partnership. Each Partner represents and
warrants that the execution and delivery by such Partner
of the Seventh Supplement, the change in the composition
of the Partnership to admit NBILP in lieu of the Divesting
Partners, and the performance by such Partner of its
obligations under the Partnership Agreement, as amended,
will not contravene any provision of, or constitute a
default under, any indenture, mortgage or other agreement
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