0001104659-19-045149 Sample Contracts

TransCanada Trust Trust Notes — Series 2019-A Due 2079 guaranteed by TransCanada PipeLines Limited Underwriting Agreement
Underwriting Agreement • August 12th, 2019 • Transcanada Pipelines LTD • Natural gas transmission • New York

Underwriting Agreement, TC Energy 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 12th, 2019 • 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 fifth supplemental indenture dated as of ·, 2019, 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 - TC ENERGY CORPORATION - and - AST TRUST COMPANY (CANADA)
Assignment and Set-Off Agreement • August 12th, 2019 • 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;

FIFTH SUPPLEMENTAL INDENTURE PROVIDING FOR THE ISSUE OF UP TO
Fifth Supplemental Indenture • August 12th, 2019 • Transcanada Pipelines LTD • Natural gas transmission • London

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

FIFTH SUPPLEMENTAL INDENTURE PROVIDING FOR THE ISSUE OF
Fifth Supplemental Indenture • August 12th, 2019 • Transcanada Pipelines LTD • Natural gas transmission • London

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

TRANSCANADA TRUST
Share Exchange Agreement • August 12th, 2019 • 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;

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