TC PipeLines, LP $350,000,000 4.65% Senior Notes due 2021 UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2011 • Tc Pipelines Lp • Natural gas transmission • New York
TC PipeLines, LP, a Delaware limited partnership (the “Partnership”), proposes to sell to the several underwriters listed on Schedule 1 hereto (the “Underwriters”) $350,000,000 aggregate principal amount of its 4.65% Senior Notes due 2021 (the “Notes”). The Notes are to be issued under an indenture, to be dated as of June 17, 2011 (the “Base Indenture”), between the Partnership and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, to be dated as of June 17, 2011 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). J.P. Morgan Securities LLC and SunTrust Robinson Humphrey, Inc. (the “Representatives”) shall act as the representatives of the several Underwriters.
TC PIPELINES, LP, ISSUER AND THE BANK OF NEW YORK MELLON, TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF JUNE 17, 2011 TO INDENTURE DATED AS OF JUNE 17, 2011First Supplemental Indenture • June 17th, 2011 • Tc Pipelines Lp • Natural gas transmission • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of June 17, 2011 (the “First Supplemental Indenture”), between TC PIPELINES, LP, a Delaware limited partnership (the “Partnership”), having its principal office at 13710 FNB Parkway, Suite 300, Omaha, Nebraska 68154-05200, and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). This First Supplemental Indenture amends and supplements the Original Indenture (as defined below). The Original Indenture, as amended and supplemented from time to time with applicability to the Notes (as defined below), including pursuant to this First Supplemental Indenture, is referred to herein as the “Indenture.”
