South Bow Corp Sample Contracts
BY-LAW NO. 1 A by-law relating generally to the transaction of the business and affairs of 15142121 CANADA LTD.By-Law • June 20th, 2025 • South Bow Corp • Pipe lines (no natural gas)
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • June 20th, 2025 • South Bow Corp • Pipe lines (no natural gas) • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of August 9, 2024, is entered into by 15142083 Canada Ltd., a corporation organized under the federal laws of Canada (the “Sole Member”).
REGISTRATION RIGHTS AGREEMENT by and among South Bow Canadian Infrastructure Holdings Ltd. the Guarantors specified herein and RBC Capital Markets, LLC As Representatives of the several Initial Purchasers Dated as of August 28, 2024Registration Rights Agreement • June 20th, 2025 • South Bow Corp • Pipe lines (no natural gas) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 28, 2024, by and among South Bow Canadian Infrastructure Holdings Ltd., a corporation organized under the federal laws of Canada (the “Company”), the Guarantors (as defined below) and J.P. Morgan Securities LLC, RBC Capital Markets, LLC, BofA Securities, Inc., Citigroup Global Markets Inc., PNC Capital Markets LLC, Truist Securities, Inc., BMO Capital Markets Corp., CIBC World Markets Corp., National Bank of Canada Financial Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc. (collectively, the “Initial Purchasers”, and J.P. Morgan Securities LLC together with RBC Capital Markets, LLC, as representatives of such Initial Purchasers, the “Representatives”), each of whom has agreed to purchase, severally and not jointly, the Company’s 7.625% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due
SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT THE LIMITED LIABILITY COMPANY AGREEMENT OF THE CORPORATION IS HEREBY AMENDED AS FOLLOWS:Limited Liability Company Agreement • June 20th, 2025 • South Bow Corp • Pipe lines (no natural gas)
South Bow Canadian Infrastructure Holdings Ltd., as Issuer and The Guarantors Party Hereto and The Bank of New York Mellon, as U.S. Trustee and BNY Trust Company of Canada, as Canadian Trustee INDENTURE Dated as of August 28, 2024Indenture • June 20th, 2025 • South Bow Corp • Pipe lines (no natural gas) • Alberta
Indenture, dated as of August 28, 2024, by and among South Bow Canadian Infrastructure Holdings Ltd., a corporation existing under the laws of Canada (the “Issuer”), 15142083 Canada Ltd., a corporation incorporated under the laws of Canada, as guarantor (the “Holdco Guarantor”), 6297782 LLC, a Delaware limited liability company, as guarantor (the “Guarantor Party”), BNY Trust Company of Canada, a trust company existing under the laws of Canada, as the Canadian trustee (the “Canadian Trustee”), and The Bank of New York Mellon, a New York banking corporation, as the United States trustee, paying agent, registrar and transfer agent (the “U.S. Trustee”). The Canadian Trustee and the U.S. Trustee are each also individually referred to in this Indenture as a “Trustee” and collectively, as the “Trustees”.