0001104659-17-013543 Sample Contracts

TCPL SUBORDINATED NOTE PURCHASE AGREEMENT
TCPL Subordinated Note Purchase Agreement • March 2nd, 2017 • 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 $1,500,000,000 (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 third supplemental indenture dated as of March 2, 2017, in each case between TCPL and Computershare Trust Company of Canada (as so supplemented, the “Indenture”) and have the rights and entitlements described therein.

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TRANSCANADA TRUST
Share Exchange Agreement • March 2nd, 2017 • 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;

TRANSCANADA TRUST - and - TRANSCANADA PIPELINES LIMITED - and - TRANSCANADA CORPORATION - and - CST TRUST COMPANY
Assignment And • March 2nd, 2017 • 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;

THIRD SUPPLEMENTAL INDENTURE PROVIDING FOR THE ISSUE OF
Indenture • March 2nd, 2017 • TransCanada Trust • Natural gas transmission • Ontario

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

THIRD SUPPLEMENTAL INDENTURE PROVIDING FOR THE ISSUE OF UP TO
Indenture • March 2nd, 2017 • TransCanada Trust • Natural gas transmission • Ontario

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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