0001047469-17-000966 Sample Contracts

TransCanada Trust Trust Notes — Series 2017-A Due 2077 guaranteed by TransCanada PipeLines Limited Underwriting Agreement
Underwriting Agreement • February 24th, 2017 • Transcanada Pipelines LTD • Natural gas transmission • New York

Deutsche Bank Securities Inc. J.P. Morgan Securities LLC As Representatives of the several Underwriters named in Schedule II to the Underwriting Agreement

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TCPL SUBORDINATED NOTE PURCHASE AGREEMENT
Subordinated Note Purchase Agreement • February 24th, 2017 • 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 third supplemental indenture dated as of ·, 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.

CST TRUST COMPANY SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • February 24th, 2017 • 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 TRUST as Issuer TRANSCANADA PIPELINES LIMITED as Credit Supporter and CST TRUST COMPANY as Trustee THIRD SUPPLEMENTAL INDENTURE PROVIDING FOR THE ISSUE OF
Third Supplemental Indenture • February 24th, 2017 • Transcanada Pipelines LTD • Natural gas transmission • Ontario

TRANSCANADA TRUST, a 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 Set-Off Agreement • February 24th, 2017 • 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
Third Supplemental Indenture • February 24th, 2017 • 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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