GENERAL PARTNER INTEREST HOLDER AGREEMENT BY AND BETWEEN TUSCARORA GAS PIPELINE CO. AND TC TUSCARORA INTERMEDIATE LIMITED PARTNERSHIP

Exhibit 2.2

GENERAL PARTNER INTEREST HOLDER AGREEMENT

BY AND BETWEEN

TUSCARORA GAS PIPELINE CO.

AND

TC TUSCARORA INTERMEDIATE LIMITED PARTNERSHIP

November 1, 2006

TABLE OF CONTENTS

GENERAL PARTNER INTEREST HOLDER AGREEMENT

This GENERAL PARTNER INTEREST HOLDER AGREEMENT (this “ Agreement ”), dated as of November 1, 2006, is made by and between Tuscarora Gas Pipeline Co., a Nevada corporation (“ TGPC ”), and TC Tuscarora Intermediate Limited Partnership, a Delaware limited partnership (“ Buyer ”).

W I T N E S S E T H:

WHEREAS, simultaneously with the execution of this Agreement, TGPC and Buyer, are entering into that certain General Partnership Interest Purchase Agreement, dated as of the date hereof (the “ Purchase Agreement ”), pursuant to which Buyer will acquire a 49% general partnership interest in Tuscarora Gas Transmission Company, a Nevada general partnership (the “ Partnership ”);

WHEREAS, TGPC will retain a 1% general partnership interest in the Partnership (the “ TGPC Interest ”); and

WHEREAS, the parties desire to set forth their agreement as to certain rights and obligations relating to the TGPC Interest upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions                         For purposes of this Agreement, capitalized terms used, but not defined herein, shall have the meaning set forth in the Purchase Agreement.

ARTICLE II

COVENANTS

Section 2.1 Certain Restrictions .

(a)                                   TGPC and Buyer agree that, without the prior written consent of Buyer, TGPC will not, directly or indirectly:

(i)              sell, exchange, lend, transfer, assign, offer, pledge, or otherwise dispose of all or any portion of the TGPC Interest;

(ii)           sell or grant any option, right, warrant or contract to purchase or sell all or any portion of the TGPC Interest;

(iii)        enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of the TGPC Interest; and

(iv)       make any proposal or publicly disclose any intention, plan or arrangement inconsistent with the foregoing.

(b)                                  Neither Buyer nor TGPC shall disclose the terms, or existence, of this Agreement to any Person except as may be permitted by the Purchase Agreement.

Section 2.2 Option to Purchase TGPC Interest.

(a)                                   Upon the Closing, Buyer shall pay $100,000 to TGPC.

(b)                                  Buyer shall have the right, but not the obligation, to purchase the TGPC Interest at any time during the period beginning from and after the closing of the transactions contemplated by the Purchase Agreement and ending on the date that is 30 days after the twelve-month anniversary of the closing of the transactions contemplated by the Purchase Agreement (the “ Option Expiration Date ”) at a price in cash equal to the sum of (i) (A) the Purchase Price, divided by (B) 0.98, multiplied by (C) 0.02, plus (ii) the aggregate amount of any capital contributions in respect of the TGPC Interest paid by TGPC from and after the Closing and prior to the Option Closing (as defined below), minus (iii) the aggregate amount of any distributions paid by the Partnership to TGPC in respect of the TGPC Interest from and after the Closing and prior to the Option Closing, minus (iv) $100,000.

(c)                                   The closing of the transaction contemplated by this Section 2.2 (the “ Option Closing ”) shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, New York, at 10:00 a.m., local time, no later than the third Business Day following the date on which written notice of Buyer’s exercise of the option contemplated by this Section 2.2 is delivered to TGPC, or at such other place or time as the parties may agree.

(d)                                  The respective obligations of each party to effect the transactions contemplated hereby to occur at the Option Closing shall be subject to the expiration or termination of the waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby. In addition, it shall be a condition to Buyer’s exercise of its right to purchase the TGPC Interest hereunder (and TGPC’s obligation to sell the TGPC Interest hereunder) that the Partnership, Buyer and TCPL consent to such disposition and waive any claims involving a breach of the Partnership Agreement or a termination of the Partnership (whether under Section 708 of the Code or otherwise) in connection therewith (pursuant to documentation reasonably acceptable to TGPC).

(e)                                   TGPC shall not be required to make any representations and warranties or provide any indemnification or otherwise incur any obligations in connection with the transactions contemplated hereby, except:

(i)                                      (A) the TGPC Interest has been duly authorized and validly issued, and is fully paid and nonassessable, and is held of record and beneficially owned by TGPC; and (B) at the