EXHIBIT 10.37
NINTH SUPPLEMENT
AMENDING NORTHERN BORDER PIPELINE COMPANY
GENERAL PARTNERSHIP AGREEMENT
DATED JULY 16, 2001
This Agreement is dated as of July 16, 2001 (the "Ninth Supplement") by
and among Northern Border Intermediate Limited Partnership, a Delaware limited
partnership ("NBILP") and TC PipeLines Intermediate Limited Partnership, a
Delaware limited partnership ("TCILP").
WITNESSETH THAT:
WHEREAS, NBILP and TCILP 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 "Forth Supplement," dated
February 17, 1984, (vi) the "Fifth Supplement," dated April 20, 1990, (vii) the
"Sixth Supplement," dated April 19, 1991, (viii) the "Seventh Supplement," dated
September 23, 1993, (ix) the "Eighth Supplement," dated May 21, 1999, such
General Partnership Agreement, as amended or supplemented, being herein referred
to as the "Partnership Agreement"; and
WHEREAS, the Partners desire to further amend the Partnership Agreement
to facilitate the management of the Partnership by providing for means by which
the Management Committee may approve actions without requiring a special meeting
or waiting for a regularly scheduled meeting.
NOW, THEREFORE, NBILP and TCILP, intending to be legally bound hereby,
hereby agree as follows:
1. Definitions. Unless otherwise defined herein, capitalized terms
shall have the meanings set forth in the Partnership Agreement.
2. Amendment of Partnership Agreement. Section 8.2.3 of the Partnership
Agreement is amended to add the following as a second paragraph:
"Any action required or permitted to be taken at any meeting of
the Management Committee may be taken without a meeting, and
without prior notice, if a consent or consents in writing, setting
forth the action so taken, shall be signed by all Representatives
of the Management Committee. Any such consent shall be filed with
the minutes of proceedings of the Management Committee and shall
have the same force and effect as a unanimous vote at a meeting.
Subject to the requirement for notice of such meetings,
Representatives of the Management Committee may participate in a
meeting of the Management Committee by means of a conference
telephone or similar communications equipment, by means of which
all persons participating in the meeting can hear each other, and
participation in such meetings shall constitute presence in person
at the meeting, except where a person participates in the meeting
for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not properly called or
convened."
3. Section 2 is amended by including a new Section 2.62 to read as
follows:
"2.62 Ninth Supplement: The Agreement dated as of July 16, 2001
among the Partners."
IN WITNESS WHEREOF, the Partners have caused this Ninth Supplement to
be executed by their respective duly authorized officers.
NORTHERN BORDER INTERMEDIATE LIMITED PARTNERSHIP,
a Delaware limited partnership
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
TC PIPELINES INTERMEDIATE LIMITED PARTNERSHIP,
a Delaware limited partnership
By: TC PipeLines GP, Inc., its General Partner
By: /s/ Xxx X. Xxxxxx By: /s/ Xxxx XxxXxxxxx
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Name: Xxx X. Xxxxxx Name: Xxxx XxxXxxxxx
Title: Executive Vice President Title: Vice President
