0001104659-19-049988 Sample Contracts

TRANSCANADA TRUST - and - TRANSCANADA PIPELINES LIMITED - and - TC ENERGY CORPORATION - and - AST TRUST COMPANY (CANADA)
Assignment and Set-Off Agreement • September 12th, 2019 • TransCanada Trust • Natural gas transmission • Ontario

AMONG: TRANSCANADA TRUST (the “Trust”), a unit trust established under the laws of the Province of Ontario, by its administrative agent, TransCanada PipeLines Limited;

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TCPL SUBORDINATED NOTE PURCHASE AGREEMENT
TCPL Subordinated Note Purchase Agreement • September 12th, 2019 • TransCanada Trust • Natural gas transmission • Ontario

The purpose of this letter agreement (the “Agreement”) is to confirm the terms under which TransCanada Trust (the “Trust”) has agreed to purchase and TransCanada PipeLines Limited (“TCPL”) has agreed to issue and sell to the Trust, junior subordinated notes in the principal amount of $1,100,000,000 (the “TCPL Sub Notes”) in United States Dollars. The TCPL Sub Notes are issued under a trust indenture dated as of May 20, 2015, as supplemented by a fifth supplemental indenture dated as of September 12, 2019, in each case between TCPL and Computershare Trust Company of Canada (as so supplemented, the “Indenture”) and have the rights and entitlements described therein.

FIFTH SUPPLEMENTAL INDENTURE PROVIDING FOR THE ISSUE OF
TransCanada Trust • September 12th, 2019 • Natural gas transmission • London

TRANSCANADA TRUST, a trust established under the laws of the Province of Ontario, by its administrative agent, TransCanada PipeLines Limited

TRANSCANADA TRUST
Share Exchange Agreement • September 12th, 2019 • TransCanada Trust • Natural gas transmission • Ontario

AMONG: TRANSCANADA TRUST (the “Trust”), a unit trust established under the laws of the Province of Ontario, by its administrative agent, TransCanada PipeLines Limited;

FIFTH SUPPLEMENTAL INDENTURE PROVIDING FOR THE ISSUE OF UP TO
Indenture • September 12th, 2019 • TransCanada Trust • Natural gas transmission • London

TRANSCANADA PIPELINES LIMITED, a corporation existing under the federal laws of Canada and having an office in the City of Calgary in the Province of Alberta

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