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Exhibit 10.21    
    


 
 

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
  REVOLVING CREDIT AND TERM LOAN AGREEMENT


THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this
"Amendment"), is made and entered into as of November 20, 2012, by and among TC PIPELINES, LP., a Delaware limited partnership
(the "Borrower"), the several banks and other financial institutions party hereto (collectively, the
"Lenders") and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the "Administrative
Agent"), and as the Issuing Bank and the Swingline Lender. 


 
 

W I T N E S S E T H:


WHEREAS,
the Borrower, the Lenders and the Administrative Agent are parties to a certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of
July 13, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; capitalized terms used
herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), pursuant to which such Lenders have made certain financial accommodations available to
the Borrower; 


WHEREAS,
the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement, and subject to the terms and conditions
hereof, the Lenders are willing to do so; 



NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the parties agree as follows: 


1.    Amendments. 


(a)    Section 1.1
of the Credit Agreement is hereby amended by replacing the definition of "Revolving Commitment Termination
Date" in its entirety with the following definition: 



        "Revolving
Commitment Termination Date" shall mean the earliest of (i) November 20, 2017 or such later date approved by the Required Lenders in
accordance with Section 2.26, (ii) the date on which the Aggregate Revolving Commitments are terminated pursuant to
Section 2.8 and (iii) the date on which all Revolving Loans outstanding under this Agreement have been declared or have automatically become due and payable
(whether by acceleration or otherwise). 




(b)    The
Credit Agreement is amended by replacing Schedule I in its entirety with Schedule I to this Amendment. 


2.    Conditions to Effectiveness of this Amendment.    Notwithstanding any
other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood and agreed that this Amendment shall not become effective, and the Borrower
shall have no rights under this Amendment, until the Administrative Agent shall have received (i) such fees as the Borrower has agreed to pay the Administrative Agent or any of its affiliates
in connection with this Amendment, (ii) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Credit Agreement (including reasonable fees, charges
and disbursements of King & Spalding LLP, counsel to the Administrative Agent), and (iii) each of the following documents: 


(a)    executed
counterparts to this Amendment from the Borrower and the Lenders (which may include telecopy or other electronic transmission of a signed signature
page of this Amendment); 


(b)    a
certificate of the Secretary or Assistant Secretary of the General Partner in the form of Exhibit 3.1(b)(iv),
attaching and certifying copies of (x) the bylaws, the partnership agreement, or comparable organizational documents and authorizations of the Borrower and the General Partner and
(y) resolutions of the board of directors or comparable governing body of the General Partner and the General Partner on behalf of the Borrower, authorizing the execution, delivery and
performance of the Amendment by the Borrower; 








(c)    certified
copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational
documents of the Borrower and the General Partner, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of the
Borrower and the General Partner, and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation; and 


(d)    a
favorable written opinion of counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to
the Borrower and the General Partner, the Amendment and the transactions contemplated therein as the Administrative Agent shall reasonably request.. 



3.    Representations and Warranties.    To induce the Lenders and the
Administrative Agent to enter into this Amendment, the Borrower hereby represents and warrants to the Lenders and the Administrative Agent: 


(a)    The
Borrower and each of its Subsidiaries (i) is duly organized, validly existing and in good standing as a corporation, partnership or limited
liability company under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted, and (iii) is duly
qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a
Material Adverse Effect; 


(b)    The
execution, delivery and performance by the Borrower of this Amendment are within the Borrower's organizational powers and have been duly authorized by
all necessary organizational, and if required, general partner action. This Amendment has been duly executed and delivered by the Borrower, and constitutes a valid and binding obligation of the
Borrower, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity; 


(c)    The
execution, delivery and performance by the Borrower of this Amendment (i) do not require any consent or approval of, registration or filing with,
or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (ii) will not violate any Requirements of Law applicable to Borrower
or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (iii) will not violate or result in a default under any indenture, material agreement or other
material instrument binding on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Loan
Documents; and 


(d)    After
giving effect to this Amendment, the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and
correct in all material respects (other than representations and warranties expressly stated to be made as of an earlier date), and no Default or Event of Default has occurred and is continuing as of
the date hereof. 


4.    Effect of Amendment.    Except as set forth expressly herein, all
terms of the Loan Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Borrower to the Lenders and the
Administrative Agent. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. 



5.    Governing Law.    This Amendment shall be governed by, and construed
in accordance with, the internal laws of the State of New York and all applicable federal laws of the United States of America. 


6.    No Novation.    This Amendment is not intended by the parties to be,
and shall not be construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard thereto. 


7.    Costs and Expenses.    The Borrower agrees to pay on demand all
reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without
limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent with respect thereto. 


8.    Counterparts.    This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to 











constitute
one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a
manually executed counterpart hereof. 


9.    Binding Nature.    This Amendment shall be binding upon and inure to
the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns. 


10.    Entire Understanding.    This Amendment sets forth the entire
understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto. 


11.    Severability.    Any provision of this Amendment held to be illegal,
invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity
or enforceability of the remaining provisions hereof or thereof;
and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 


[Signature Pages To Follow]








IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first
above written. 



	 	 	BORROWER:
	 	 	TC PIPELINES, LP
	
 	
 	

By:	

TC PipeLines GP, Inc.,

its General Partner
	
 	
 	

By:	

/s/  RHONDA L. AMUNDSON      

	 	 	 	Name:	 	Rhonda L. Amundson
	 	 	 	Title:	 	Treasurer
	
 	
 	

By:	

/s/  JON A. DOBSON      

	 	 	 	Name:	 	Jon A. Dobson
	 	 	 	Title:	 	Assistant Secretary
	
 	
 	
ADMINISTRATIVE AGENT:
	 	 	SUNTRUST BANK, as Administrative Agent and a Lender
	
 	
 	

By:	

/s/  DAVID M. FELTY      

	 	 	 	Name:	 	David M. Felty
	 	 	 	Title:	 	Director





	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT]









	 	 	THE ROYAL BANK OF SCOTLAND N.V,

(CANADA) BRANCH, as a Lender
	
 	
 	

By	

/s/  SHEHAN J. DE SILVA      

	 	 	 	Name:	 	Shehan J. De Silva
	 	 	 	Title:	 	Vice President
	
 	
 	

By	

/s/  DAVID WRIGHT      

	 	 	 	Name:	 	David Wright
	 	 	 	Title:	 	Director

Head of Client Management Canada





	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT]









	 	 	UBS AG, as Lender
	
 	
 	

By	

/s/  IRJA R. OTSA      

	 	 	 	Name:	 	Irja R. Otsa
	 	 	 	Title:	 	Associate Director
	
 	
 	

By	

/s/  LANA GIFAS      

	 	 	 	Name:	 	Lana Gifas
	 	 	 	Title:	 	Director





	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT]









	 	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
	
 	
 	

By	

/s/  MING K. CHU      

	 	 	 	Name:	 	Ming K. Chu
	 	 	 	Title:	 	Vice President
	
 	
 	

By	

/s/  VIRGINIA COSENZA      

	 	 	 	Name:	 	Virginia Cosenza
	 	 	 	Title:	 	Vice President





	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT]









	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
	
 	
 	

By	

/s/  CHARLES STEWART      

	 	 	 	Name:	 	Charles Stewart
	 	 	 	Title:	 	Director





	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT]









	 	 	CITIBANK, N.A., as a Lender
	
 	
 	

By	

/s/  JOHN MILLER      

	 	 	 	Name:	 	John Miller
	 	 	 	Title:	 	Vice President





	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT]









	 	 	MIZUHO CORPORATE BANK, LTD., as a Lender
	
 	
 	

By	

/s/  ROB MACKINNON      

	 	 	 	Name:	 	Rob MacKinnon
	 	 	 	Title:	 	Senior Vice President Canada Branch





	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT]









	 	 	WELLS FARGO BANK N.A., as a Lender
	
 	
 	

By	

/s/  JEFFERY COBB      

	 	 	 	Name:	 	Jeffery Cobb
	 	 	 	Title:	 	Vice President





	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT]









	 	 	BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH,

as a Lender
	
 	
 	

By	

/s/  SHELLEY HE      

	 	 	 	Name:	 	Shelley He
	 	 	 	Title:	 	Deputy General Manager





	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT]









	 	 	EXPORT DEVELOPMENT CANADA, as a Lender
	
 	
 	

By	

/s/  BLAKE CURTIS      

	 	 	 	Name:	 	Blake Curtis
	 	 	 	Title:	 	Senior Associate
	
 	
 	

By	

/s/  ANNE-MARIE GAGNON      

	 	 	 	Name:	 	Anne-Marie Gagnon
	 	 	 	Title:	 	Asset Manager





	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT]









	 	 	HSBC BANK USA NATIONAL ASSOCIATION, as a Lender
	
 	
 	

By	

/s/  ALEXANDER REA      

	 	 	 	Name:	 	Alexander Rea
	 	 	 	Title:	 	Senior Vice President

Multinationals





	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT]









	 	 	JPMORGAN CHASE BANK, NA, as a Lender
	
 	
 	

By	

/s/  PREETI BHATNAGER      

	 	 	 	Name:	 	Preeti Bhatnager
	 	 	 	Title:	 	Authorized Officer





	 
	 
	 
	 
	 
	 
	 
	 
	 
	 




[SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

REVOLVING CREDIT AND TERM LOAN AGREEMENT]







 
 

Schedule I


 
 

APPLICABLE MARGIN AND APPLICABLE PERCENTAGE FOR REVOLVING LOANS



	Pricing

Level
	 	Rating Category
	 	Applicable Margin for

Revolving Loans
	 	Applicable Percentage

for Commitment Fee

	I	 	Greater than or equal to Baa1/BBB+	 	1.125% per annum	 	0.125% per annum
	 II	 	Baa2/BBB	 	1.25% per annum	 	0.15% per annum
	 III	 	Baa3/BBB-	 	1.50% per annum	 	0.20% per annum
	 IV	 	Ba1/BB+	 	1.75% per annum	 	0.25% per annum
	 V	 	Less than

Ba1/BB+	 	2.00% per annum	 	0.30% per annum













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Exhibit 10.21


FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT

W I T N E S S E T H

Schedule I

APPLICABLE MARGIN AND APPLICABLE PERCENTAGE FOR REVOLVING LOANS