Exhibit 10.1




 




FIRST AMENDMENT AND WAIVER




 




This First

Amendment and Waiver (this “First Amendment”) is entered into as of April 15,

2002 by and among TC PipeLines, LP, a Delaware limited partnership (the

“Borrower”), the Lenders party to the Credit Agreement referred to below, and

Bank One, NA, as agent for such Lenders. 

The parties hereto agree as follows:




 




WHEREAS, the

Borrower and Bank One, NA, individually and as Agent, entered into that certain

Credit Agreement dated as of August 22, 2000 (the “Agreement”), pursuant to

which the Lenders party thereto agreed to make extensions of credit available

to the Borrower on the terms and conditions set forth therein; and




 




WHEREAS, the

Borrower has requested that the Lenders remove from the Agreement the requirement

that its accountants report on the existence of Defaults under the Agreement.




 




NOW,

THEREFORE, in consideration of the undertakings set forth herein and other good

and valuable consideration, the receipt of which is hereby acknowledged, the

Borrower, the Agent, and the Lenders hereby agree as follows:




 




Section 1. 

Defined Terms.  Capitalized terms used and not otherwise defined in this First

Amendment shall have the meanings attributed to them in Article I of the

Agreement.




 




Section 2. 

Amendment of Agreement.  Upon the satisfaction of the conditions

precedent set forth in Section 5 of this First Amendment but effective as of

the date hereof, the Agreement shall be amended by deleting in its entirety

Section 6.1(a) of the Agreement and substituting in lieu thereof the following

new Section 6.1(a):




 




“(a)  Within 105 days after the

close of each of its fiscal years, an unqualified (except for qualifications

relating to changes in accounting principles or practices reflecting changes in

GAAP and required or approved by the Borrower’s independent certified public

accountants) audit report certified by independent chartered accountants

acceptable to the Lenders, prepared in accordance with GAAP for itself and its

consolidated Subsidiaries, if any, including a balance sheet as of the end of

such period, a related profit and loss statement, and related statements of

changes in partner’s capital and cash flows, accompanied by any management

letter prepared by said accountants.”




 




Section 3. 

Waiver. 

By its signature below each of the undersigned Lenders hereby

specifically waives any violation of Section 6.1(a) of the Agreement and any

Default or Unmatured Default caused thereby to the extent such violation or

Default or Unmatured Default was caused by the Borrower’s failure to deliver

the report of its accountants required by clause (ii) of Section 6.1(a) of the

Agreement with respect to the Borrower’s fiscal years ended December 31, 2000

and December 31, 2001.  This specific waiver

is limited to the express circumstances described herein and shall not be

construed to constitute (i) a waiver of any other event, circumstance or

condition or of any other right or remedy available to the Agent or any Lender

pursuant to the Agreement, or (ii) a consent to any departure by the Borrower

or any Subsidiary from any other term or requirement under the Agreement.




 





























 




Section 4. 

Representations and Warranties.  In order to induce the Lenders to execute

and deliver this First Amendment, the Borrower hereby confirms, reaffirms and

restates as of the date hereof the representations and warranties set forth in

Article V of the Agreement provided that such representations and warranties

shall be and hereby are amended as follows: each reference therein to “this

Agreement” (including, without limitation, each such a reference included in

the term “Loan Documents” and all indirect references such as “hereby”,

“herein”, “hereof” and “hereunder”) shall be deemed to be a collective

reference to the Agreement, this First Amendment and the Agreement as amended

by this First Amendment.  A Default

under and as defined in the Agreement as amended by this First Amendment shall

be deemed to have occurred if any representation or warranty made pursuant to

the foregoing sentence of this Section 4 shall be materially false as of the

date on which made.




 




Section 5. 

Conditions Precedent.  This First Amendment and the amendment and

waiver provided for herein shall become effective as of the date hereof on the

date on which this First Amendment shall have been duly executed and delivered

by the Agent and the Borrower on one counterpart.




 




Section 6. 

Effect on the Agreement.  Except to the extent of the specific

amendment and waiver provided for herein, all of the representations,

warranties, terms, covenants and conditions of the Agreement and the other Loan

Documents (i) shall remain unaltered, (ii) shall continue to be, and shall

remain, in full force and effect in accordance with their respective terms, and

(iii) are hereby ratified and confirmed in all respects.  Upon the effectiveness of this First

Amendment, all references in the Agreement (including references in the

Agreement as amended by this First Amendment) to “this Agreement” (including,

without limitation, each such a reference included in the term “Loan Documents”

and all indirect references such as “hereby”, “herein”, “hereof” and

“hereunder”) shall be deemed to be a collective reference to the Agreement as

amended by this First Amendment.




 




Section 7. 

Expenses.  The Borrower shall reimburse the Agent for any and all reasonable

costs, internal charges and out-of-pocket expenses (including attorneys’ fees

and time charges of attorneys for the Agent, which attorneys may be employees

of the Agent) paid or incurred by the Agent in connection with the preparation,

review, execution and delivery of this First Amendment.




 




Section 8. 

Entire Agreement.  This First Amendment, the Agreement as

amended by this First Amendment and the other Loan Documents embody the entire

agreement and understanding between the parties hereto and supersede any and

all prior agreements and understandings between the parties hereto relating to

the subject matter hereof.




 




Section 9. 

Headings.  The headings, captions, and arrangements used in this First

Amendment are for convenience only and shall not affect the interpretation of

this First Amendment.




 




SECTION 10. 

GOVERNING LAW.  THIS FIRST

AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING,

WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE WITHOUT

REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING

EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS LOCATED IN ILLINOIS.




 




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Section 11. 

Counterparts.  This First Amendment may be executed in any number of

counterparts, all of which taken together shall constitute one agreement, and

any of the parties hereto may execute this First Amendment by signing any such

counterpart.




 




IN WITNESS

WHEREOF, the parties hereto have caused this First Amendment and Waiver to be

duly executed as of the date first above written.




 




	

   


  	

  TC PIPELINES

  LP


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  TC PipeLines

  GP, Inc.,


  
	

   


  	

   


  	

  its general

  partner


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

    /s/ Russell K. Girling


  	

   


  
	

   


  	

   


  	

   


  	

  Name:

  Russell K. Girling


  
	

   


  	

  Title: Chief

  Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

    /s/ Rhondda E. S. Grant


  	

   


  
	

   


  	

  Name:

  Rhondda E. S. Grant


  
	

   


  	

  Title:

  Secretary


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BANK ONE,

  NA,


  
	

   


  	

  Individually

  and as Agent


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

    /s/ Kenneth J. Fatur


  	

   


  
	

   


  	

   


  	

  Kenneth J. Fatur


  
	

   


  	

  Title:


  	

  Director,

  Capital Markets


  	

   


  
						





 




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