exhibit_105xmalquistdocx






TC PIPELINES, LP   INDEMNIFICATION AGREEMENT  THIS AGREEMENT (this “Agreement”) is effective December 14, 2020, between TC  PipeLines, LP, a Delaware limited partnership (the “MLP”), TC PipeLines GP, Inc., a Delaware  corporation (the “Company”), and the undersigned director of the Company (“Indemnitee”).  WHEREAS, the MLP Partnership Agreement (as defined below) provides for  indemnification of each officer and director of the Company and the MLP, as well as persons  serving in various other capacities, to the maximum extent permitted by the Partnership Statute (as  defined below);  WHEREAS, the Indemnitee is entitled to indemnification pursuant to the MLP Partnership  Agreement;  WHEREAS, the MLP Partnership Agreement, the Partnership Statute and the DGCL  contemplate that contracts and insurance policies may be entered into with respect to  indemnification of directors, officers and certain other persons;   WHEREAS, it is reasonable, prudent and necessary for each of the MLP and the Company  to obligate itself contractually to indemnify Indemnitee so that he will continue to serve the MLP  and the Company free from undue concern that he will not be adequately protected; and  WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it  is in the best interests of each of the Company and the MLP that the parties hereto enter into this  Agreement.  NOW, THEREFORE, in consideration of the premises and the covenants contained herein,  the MLP, the Company and Indemnitee do hereby covenant and agree as follows:  1. Definitions. As used in this Agreement:  (a) The term “Proceeding” shall include any threatened, pending or completed  action, suit, inquiry or proceeding, whether brought by or in the right of the MLP or the Company  or otherwise and whether of a civil, criminal, administrative, arbitrative or investigative nature, in  which Indemnitee is or will be involved as a party, as a witness or otherwise, by reason of the fact  that Indemnitee is or was a director or agent of the MLP or the Company, by reason of any action  taken by him or of any inaction on his part while acting as a director or agent or by reason of the  fact that he is or was serving at the request of the MLP or the Company as an officer, director,  employee, member, partner, agent or trustee of another corporation, limited liability company,  partnership, joint venture, trust, unincorporated organization, association, government agency or  political subdivision thereof or other entity; in each case whether or not he is acting or serving in  any such capacity at the time any liability or expense is incurred for which indemnification or  reimbursement can be provided under this Agreement; provided that any such action, suit or  proceeding that is brought by Indemnitee against the MLP or the Company or directors or officers  of the MLP or the Company, other than an action brought by Indemnitee to enforce his rights under  this Agreement, shall not be deemed a Proceeding without prior approval by a majority of the  Board of Directors of the Company.  DocuSign Envelope ID: DEE24A1D-B0FE-4902-9FAD-DA989704A7D9 





 






TC PIPELINES, LP   MALQUIST INDEMNIFICATION AGREEMENT  Page 2  (b) The term “Expenses” shall include, without limitation, any judgments, fines  and penalties against Indemnitee in connection with a Proceeding; amounts paid by Indemnitee in  settlement of a Proceeding; and all attorneys’ fees and disbursements, accountants’ fees, private  investigation fees and disbursements, retainers, court costs, transcript costs, fees of experts, fees  and expenses of witnesses, travel expenses, duplicating costs, printing and binding costs, telephone  charges, postage, delivery service fees, and all other disbursements, or expenses, reasonably  incurred by or for Indemnitee in connection with prosecuting, defending, preparing to prosecute  or defend, investigating, being or preparing to be a witness in a Proceeding or establishing  Indemnitee’s right of entitlement to indemnification for any of the foregoing.  (c) References to “other enterprise” shall include employee benefit plans;  references to “Fines” shall include any excise tax assessed with respect to any employee benefit  plan; references to “serving at the request of the MLP or the Company” shall include any service  as a director or agent of the MLP or the Company that imposes duties on, or involves services by,  such director or agent with respect to an employee benefit plan, its participants or beneficiaries.  (d) The term “substantiating documentation” shall mean copies of bills or  invoices for costs incurred by or for Indemnitee, or copies of court or agency orders or decrees or  settlement agreements, as the case may be, accompanied by a sworn statement from Indemnitee  that such bills, invoices, court or agency orders or decrees or settlement agreements, represent  costs or liabilities meeting the definition of “Expenses” herein.  (e) The term “MLP Partnership Agreement” means the Fourth Amended and  Restated Agreement of Limited Partnership of the MLP, dated as of December 31, 2018, as  amended or restated from time to time.  (f) The term “Partnership Statute” means the Delaware Revised Uniform  Limited Partnership Act.  (g) The term “DGCL” means the Delaware General Corporation Law.  (h) The term “Board of Directors” means the Board of Directors of the  Company.  2. Indemnity of Indemnitee. To the fullest extent authorized or permitted by law  (including the applicable provisions of the Partnership Statute and the DGCL), each of the MLP  and the Company hereby agrees to hold harmless and indemnify Indemnitee against (i) Expenses  and (ii) reimburse Indemnitee $900 per hour of time spent consulting with counsel or experts and  preparing for and participating in Proceedings, including depositions or settlement discussions  related thereto (“Hourly Reimbursement”), provided that Indemnitee is not otherwise entitled to  receive directors’ fees. The phrase “to the fullest extent permitted by law” shall include, but not  be limited to (i) to the fullest extent permitted by any provision of the Partnership Statute and the  DGCL that authorizes or permits additional indemnification by agreement, or the corresponding  provision of any amendment to or replacement of the Partnership Statute and the DGCL and (ii)  to the fullest extent authorized or permitted by any amendments to or replacements of the  Partnership Statute and the DGCL adopted after the date of this Agreement that increase the extent  to which a limited liability company may indemnify its directors. Any amendment, alteration or  DocuSign Envelope ID: DEE24A1D-B0FE-4902-9FAD-DA989704A7D9 





 






TC PIPELINES, LP   MALQUIST INDEMNIFICATION AGREEMENT  Page 3  repeal of the Partnership Statute and the DGCL that adversely affects any right of Indemnitee shall  be prospective only and shall not limit or eliminate any such right with respect to any proceeding  involving any occurrence or alleged occurrence of any action or omission to act that took place  prior to such amendment or repeal.  3. Additional Indemnity. Each of the MLP and the Company hereby further agrees  to hold harmless and indemnify Indemnitee against Expenses incurred by reason of the fact that  Indemnitee is or was a director or agent of the MLP or the Company, or is or was serving at the  request of the MLP or the Company as a director, officer, employee or agent of another  corporation, partnership, joint venture, trust, limited liability company or other enterprise,  including, without limitation, any predecessor, subsidiary or affiliated entity of the MLP or the  Company, provided that the Indemnitee shall not be indemnified and held harmless if there has  been a final and non-appealable judgment entered by a court of competent jurisdiction determining  that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this  Agreement, the Indemnitee acted in bad faith or engaged in fraud or willful misconduct, or, in the  case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. The  termination of any Proceeding by judgment, order of the court, settlement, conviction or upon a  plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee  acted in bad faith or engaged in fraud or willful misconduct, or, in the case of a criminal matter,  acted with knowledge that the Indemnitee’s conduct was unlawful.  4. Exclusions. Any other provision herein to the contrary notwithstanding, the MLP  and the Company shall not be obligated pursuant to the terms of this Agreement to:  (a) indemnify or advance expenses to Indemnitee with respect to proceedings  or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with  respect to proceedings brought to establish or enforce a right to indemnification under this  Agreement;  (b) indemnify Indemnitee for expenses or liabilities of any type whatsoever  (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid  in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by  an insurance carrier under a policy of directors’ and officers’ liability insurance;  (c) indemnify Indemnitee for expenses or the payment of profits arising from  the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities  Exchange Act of 1934, as amended, or any similar successor statute;  (d) indemnify Indemnitee to the extent such indemnification is prohibited by  applicable law; or  (e) indemnify Indemnitee for any amounts paid in settlement if the MLP or the  Company was not provided with written notice of such settlement and copies of all documents and  agreements related thereto not less than three (3) business days prior to entering into such  settlement.  DocuSign Envelope ID: DEE24A1D-B0FE-4902-9FAD-DA989704A7D9 





 






TC PIPELINES, LP   MALQUIST INDEMNIFICATION AGREEMENT  Page 4  5. Choice of Counsel. Indemnitee shall be entitled to employ, and be reimbursed for  the fees and disbursements of, counsel separate from the counsel chosen by any other persons who  are beneficiaries of the indemnification obligations of the Partnership.  6. Advances of Expenses. The MLP and the Company shall be obligated to pay  Expenses, including judgments, penalties, fines and settlements, incurred by Indemnitee, in  advance of the final disposition of the Proceeding, within 10 days after receipt of Indemnitee’s  written request accompanied by substantiating documentation and Indemnitee’s written  affirmation that he has met the standard of conduct for indemnification and a written undertaking  to repay the Expenses to the extent it is ultimately determined that indemnitee is not entitled to  indemnification. No objections based on or involving the question whether such charges meet the  definition of “Expenses,” including any question regarding the reasonableness of such Expenses,  shall be grounds for failure to advance to such Indemnitee, or to reimburse such Indemnitee for,  the amount claimed within such 10-day period, and the undertaking of Indemnitee set forth in  Section 7 hereof to repay any such amount to the extent it is ultimately determined that Indemnitee  is not entitled to indemnification shall be deemed to include an undertaking to repay any such  Expenses not to have met such definition.  7. Right of Indemnitee to Indemnification Upon Application; Procedure Upon  Application. Any indemnification payment under this Agreement, other than pursuant to Section  5 hereof, shall be made no later than 30 days after receipt by the MLP and the Company of the  written request of Indemnitee, accompanied by substantiating documentation, unless a  determination is made within said 30-day period that Indemnitee has not met the relevant standards  for indemnification set forth in Section 3 hereof by (1) the Board of Directors by a majority vote  of a quorum consisting of directors who are not or were not parties to such Proceeding, (2) by a  committee of the Board of Directors designated by majority vote of the Board of Directors, even  though less than a quorum, (3) if there are no such directors, or if such directors so direct,  independent legal counsel in a written opinion or (4) by the stockholders.  The right to indemnification or advances as provided by this Agreement shall be  enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that  indemnification is not appropriate shall be on the MLP and the Company. Neither the failure of  the MLP or the Company (including the Board of Directors, any committee thereof, any  independent legal counsel or any equity owner thereof) to have made a determination prior to the  commencement of such action that indemnification is proper in the circumstances because  Indemnitee has met the applicable standards of conduct, nor an actual determination by the MLP  or the Company (including the Board of Directors, any committee thereof, any independent legal  counsel or any equity owner thereof) that Indemnitee has not met such applicable standard of  conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the  applicable standard of conduct.  8. Undertaking by Indemnitee. Indemnitee hereby undertakes to repay to the MLP  and the Company any advances of Expenses pursuant to Section 5 hereof to the extent that it is  ultimately determined that Indemnitee is not entitled to indemnification.  9. Joint and Several Liability; No Duplicative Payments. The obligations of the  MLP and the Company to make payments pursuant to this Agreement shall be joint and several;  DocuSign Envelope ID: DEE24A1D-B0FE-4902-9FAD-DA989704A7D9 





 






TC PIPELINES, LP   MALQUIST INDEMNIFICATION AGREEMENT  Page 5  provided, however that in no event shall Indemnitee be entitled to receive duplicative payment  from the MLP and the Company for any amount payable hereunder and, in the event that  Indemnitee receives any duplicative payment, Indemnitee shall promptly notify each of the MLP  and the Company of any such duplicative payment and shall return any such duplicative payment  to the MLP or the Company as directed in writing by the MLP and the Company.   10. Indemnification Hereunder Not Exclusive. The indemnification and  advancement of expenses provided by this Agreement shall not deemed exclusive of any other  rights to which Indemnitee may be entitled under the MLP Partnership Agreement the Partnership  Statute, the DGCL, any directors’ and officers’ liability insurance, any other agreement, or  otherwise, both as to action in his official capacity and as to action in another capacity while  holding such office. However, Indemnitee shall reimburse the MLP and the Company for amounts  paid to him pursuant to such other rights to the extent such payments duplicate any payments  received pursuant to this Agreement. To the extent there is any conflict between this Agreement  and the MLP Partnership Agreement with respect to any right or obligation of any party hereto,  the terms of this Agreement shall control; provided, however, the foregoing shall not apply to a  reduction of any right of the Indemnitee.  11. Continuation of Indemnity. All agreements and obligations of the MLP and the  Company contained herein shall continue during the period Indemnitee is a director or officer of  the MLP or the Company (or is or was serving at the request of the MLP or the Company as a  director, officer, employee or agent of another corporation, partnership, joint venture, trust, limited  liability company or other enterprise) and shall continue thereafter so long as Indemnitee shall be  subject to any possible Proceeding.  12. Partial Indemnification. If Indemnitee is entitled under any provision of this  Agreement to indemnification by the MLP or the Company for some or a portion of Expenses, but  not, however, for the total amount thereof, the MLP and the Company shall nevertheless indemnify  Indemnitee for the portion of such Expenses to which Indemnitee is entitled.  13. Settlement of Claims. None of the MLP or the Company shall be liable to  indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding  effected without the written consent of the MLP and the Company.1 None of the MLP or the  Company shall settle any Proceeding in any manner that would impose any penalty or limitation  on Indemnitee without Indemnitee’s written consent. None of the MLP or the Company nor  Indemnitee will unreasonably withhold their consent to any proposed settlement. None of the MLP  or the Company shall be liable to indemnify Indemnitee under this Agreement with regard to any  judicial award if the MLP and the Company were not given a reasonable and timely opportunity,  at their expense, to participate in the defense of such action.  14. Enforcement.  (a) Each of the MLP and the Company expressly confirms and agrees that it  has entered into this Agreement and assumed the obligations imposed on it hereby in order to                                                    1 Note to K&E: It appears that the language that was in the initial draft sent by K&E may have been inadvertently  deleted and has been added back.  The concepts are market for this type of agreement.  DocuSign Envelope ID: DEE24A1D-B0FE-4902-9FAD-DA989704A7D9 





 






TC PIPELINES, LP   MALQUIST INDEMNIFICATION AGREEMENT  Page 6  induce Indemnitee to serve as a director or officer of the MLP or the Company or in some other  representative capacity on behalf of the MLP or the Company, and acknowledges that Indemnitee  is relying upon this Agreement in continuing to serve in such capacity.  (b) In the event Indemnitee is required to bring any action or other proceeding  to enforce rights or to collect money due under this Agreement and is successful in such action,  the MLP and the Company shall reimburse Indemnitee for all of Indemnitee’s Expenses and any  and all Hourly Reimbursement owed in connection with bringing and pursuing such action.  15. Governing Law; Binding Effect; Amendment and Termination.    (a)  This Agreement shall be interpreted and enforced in accordance with the  laws of the State of Delaware, without regard to conflicts of law principles of such state.  (b) All proceedings in connection with, arising out of or otherwise relating in  any way to this Agreement exclusively in the courts of the State of Delaware in the Court of  Chancery of the State of Delaware, or (and only if) such court finds it lacks jurisdiction, the  Superior Court of the State of Delaware (Complex Commercial Division), provided that if subject  matter jurisdiction over the matter that is the subject of the proceeding is vested exclusively in the  United States federal courts, such proceeding shall be heard in the United States District Court for  the District of Delaware.  (c) This Agreement shall be binding upon the MLP and the Company, their  respective successors and assigns, and shall inure to the benefit of Indemnitee, his heirs, personal  representatives and assigns and to the benefit of the MLP and the Company, their respective  successors and assigns.  (d) No amendment, modification, termination or cancellation of this Agreement  shall be effective unless in writing signed by the MLP, the Company and Indemnitee.  16. Severability. If any provision of this Agreement shall be held to be invalid, illegal  or unenforceable (a) the validity, legality and enforceability of the remaining provisions of this  Agreement shall not be in any way affected or impaired thereby, and (b) to the fullest extent  possible, the provisions of this Agreement shall be construed so as to give effect to the intent  manifested by the provision held invalid, illegal or unenforceable. Each section of this Agreement  is a separate and independent portion of this Agreement. If the indemnification to which  Indemnitee is entitled as respects any aspect of any claim varies between two or more sections of  this Agreement, that section providing the most comprehensive indemnification shall apply.  17. Notice. Notice to any of the MLP or the Company shall be directed to TC PipeLines  GP, Inc., 700 Louisiana Street, Suite 700, Houston, Texas 77002, Attention: President. Notice to  Indemnitee shall be directed to the address set forth under his signature hereto. The foregoing  addresses may be changed from time to time by the addressee upon notice to the other parties.  Notice shall be deemed received three days after the date postmarked if sent by prepaid  mail, properly addressed.  DocuSign Envelope ID: DEE24A1D-B0FE-4902-9FAD-DA989704A7D9 





 






    IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of  the day and year first above written.  TC PIPELINES, LP  By:  TC PIPELINES GP, INC., its general partner  By:  ____________________________________  Name:  Nathaniel A. Brown  Title:  President    By:  TC PIPELINES GP, INC., its general partner  By:  ____________________________________  Name:   Jon A. Dobson  Title:    Secretary    TC PIPELINES GP, INC.  By:  ____________________________________  Name:  Nathaniel A. Brown  Title:  President  By:  ____________________________________  Name:   Jon A. Dobson  Title:   Secretary    INDEMNITEE    __________________________________________  Name: Malyn K. Malquist  Address: 4919 S. Bella Vista Dr.  Veradale, Washington 99037    DocuSign Envelope ID: DEE24A1D-B0FE-4902-9FAD-DA989704A7D9