0001104659-16-139088 Sample Contracts

TRANSCANADA TRUST - and - TRANSCANADA PIPELINES LIMITED - and - TRANSCANADA CORPORATION - and - CST TRUST COMPANY
Assignment and Set-Off Agreement • August 12th, 2016 • 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
Subordinated Note Purchase Agreement • August 12th, 2016 • 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 $1,200,000,000 (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 supplemental indenture dated as of August 11, 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.

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TRANSCANADA TRUST
Share Exchange Agreement • August 12th, 2016 • 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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SECOND SUPPLEMENTAL INDENTURE PROVIDING FOR THE ISSUE OF UP TO
Indenture • August 12th, 2016 • 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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SECOND SUPPLEMENTAL INDENTURE PROVIDING FOR THE ISSUE OF
TransCanada Trust • August 12th, 2016 • Natural gas transmission • Ontario

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

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