0001047469-16-014733 Sample Contracts

TransCanada Trust Trust Notes — Series 2016-A Due 2076 guaranteed by TransCanada PipeLines Limited Underwriting Agreement
Underwriting Agreement • August 5th, 2016 • Transcanada Pipelines LTD • Natural gas transmission • New York

Underwriting Agreement, TCC hereby makes the following representations and warranties and agrees with the Underwriters as follows:

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TCPL SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • August 5th, 2016 • Transcanada Pipelines LTD • 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 $· (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 supplemental indenture dated as of August ·, 2016, in each case between TCPL and Computershare Trust Company of Canada (as so supplemented, the “Indenture”) and have the rights and entitlements described therein.

TRANSCANADA TRUST - and - TRANSCANADA PIPELINES LIMITED - and - TRANSCANADA CORPORATION - and - CST TRUST COMPANY
Assignment and Set-Off Agreement • August 5th, 2016 • Transcanada Pipelines LTD • 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;

CST TRUST COMPANY SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • August 5th, 2016 • Transcanada Pipelines LTD • 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 PIPELINES LIMITED as Issuer and COMPUTERSHARE TRUST COMPANY OF CANADA as Trustee SECOND SUPPLEMENTAL INDENTURE PROVIDING FOR THE ISSUE OF UP TO
Second Supplemental Indenture • August 5th, 2016 • Transcanada Pipelines LTD • 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

TRANSCANADA TRUST as Issuer TRANSCANADA PIPELINES LIMITED as Credit Supporter and CST TRUST COMPANY as Trustee SECOND SUPPLEMENTAL INDENTURE PROVIDING FOR THE ISSUE OF
Second Supplemental Indenture • August 5th, 2016 • Transcanada Pipelines LTD • 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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