0001047469-17-000966.txt : 20170224 0001047469-17-000966.hdr.sgml : 20170224 20170224170731 ACCESSION NUMBER: 0001047469-17-000966 CONFORMED SUBMISSION TYPE: F-10/A PUBLIC DOCUMENT COUNT: 21 FILED AS OF DATE: 20170224 DATE AS OF CHANGE: 20170224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TransCanada Trust CENTRAL INDEX KEY: 0001619767 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-10/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-216137 FILM NUMBER: 17638345 BUSINESS ADDRESS: STREET 1: 450 FIRST STREET, S.W. CITY: CALGARY STATE: A0 ZIP: T2P 5H1 BUSINESS PHONE: 403-920-2000 MAIL ADDRESS: STREET 1: 450 FIRST STREET, S.W. CITY: CALGARY STATE: A0 ZIP: T2P 5H1 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSCANADA PIPELINES LTD CENTRAL INDEX KEY: 0000099070 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 522179728 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-10/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-216137-01 FILM NUMBER: 17638346 BUSINESS ADDRESS: STREET 1: 450 -1ST STREET SW STREET 2: P O BOX 1000 STATION M CITY: CALGARY ALBERTA STATE: A0 ZIP: T2P 5H1 BUSINESS PHONE: 4039206411 MAIL ADDRESS: STREET 1: 450 I STREET SW CITY: CALGARY ALBERTA STATE: A0 ZIP: T2P 5H1 F-10/A 1 a2231071zf-10a.htm F-10/A

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As filed with the Securities and Exchange Commission on February 24, 2017

Registration No. 333-216137

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to

FORM F-10

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933


TRANSCANADA PIPELINES LIMITED				TRANSCANADA TRUST
(Exact name of Registrant as specified in its charter)


Canada		Ontario, Canada
	(Province or other jurisdiction of incorporation or organization)

	4922; 4923; 4924; 5172 (Primary Standard Industrial Classification Code Number)
52-2179728		Not Applicable
	(I.R.S. Employer Identification Number)

TransCanada Tower, 450 First Street, S.W. Calgary, Alberta, Canada, T2P 5H1, (403) 920-2000
(Address and telephone number of Registrant's principal executive offices)

TransCanada PipeLine USA Ltd., 717 Texas St., Houston, Texas 77002-2761, (832) 320-5201
(Name, address, and telephone number of agent for service in the United States)


Copies to:
Donald R. Marchand TransCanada PipeLines Limited TransCanada Tower 450 First Street S.W. Calgary, Alberta, Canada T2P 5H1 (403) 920-2000	Michael L. Hermsen Mayer Brown LLP 71 S. Wacker Drive Chicago, Illinois U.S.A., 60606 (312) 782-0600	Ross A. Bentley Blake, Cassels & Graydon LLP 855 - 2nd Street S.W. Suite 3500, Bankers Hall East Tower Calgary, Alberta, Canada T2P 4J8 (403) 260-9600	Douglas Richardson Stikeman Elliott LLP 4300 Bankers Hall West 888 Third Street S.W. Calgary, Alberta, Canada T2P 5C5 (403) 266-9000	Christopher J. Cummings Paul, Weiss, Rifkind, Wharton & Garrison LLP Toronto-Dominion Centre 77 King Street West Suite 3100 Toronto, Ontario, Canada M5K 1J3

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement is declared effective.

Province of Alberta, Canada
(Principal jurisdiction regulating this offering)

It is proposed that this filing shall become effective (check appropriate box):


A.	o	Upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.	ý	By at some future date (check appropriate box below):
		1.	o	Pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).
		2.	o	Pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date).
		3.	ý	Pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
		4.	o	After the filing of the next amendment to this form (if preliminary material is being filed).

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box: o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered⁽¹⁾	Proposed maximum offering price per Security	Proposed maximum aggregate offering price⁽¹⁾	Amount of registration fee



TransCanada Trust:

Trust Notes—Series 2017—A due , 2077 (the "Trust Notes")	U.S.$1,500,000,000	100%	U.S.$1,500,000,000	U.S.$173,850⁽⁵⁾

TransCanada PipeLines Limited:

Guarantees of Trust Notes of TransCanada Trust	(2)	n/a	n/a	n/a

First Preferred Shares	(3)	n/a	n/a	n/a

Subordinated Notes	(4)	n/a	n/a	n/a

(1): Estimated solely for purposes of calculating the registration fee.
(2): No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee is payable with respect to the guarantees being registered hereby.
(3): There are hereby registered such indeterminate number of First Preferred Shares as may be issued from time to time upon an automatic exchange or deferral event in respect of the Trust Notes of TransCanada Trust registered hereunder.
(4): The Subordinated Notes will be issued by TransCanada PipeLines Limited and will be purchased by the Trust with the proceeds of the sale of the Trust Notes.
(5): Previously paid.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act of 1933, as amended, or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.

PART I

INFORMATION REQUIRED TO BE
DELIVERED TO OFFEREES OR PURCHASERS

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

SUBJECT TO COMPLETION, DATED FEBRUARY 24, 2017

Prospectus

TRANSCANADA TRUST

(a unit trust established under the laws of Ontario)

U.S.$1,250,000,000
Trust Notes — Series 2017-A Due , 2077
(Trust Notes — Series 2017-A)

The Trust Notes — Series 2017-A are guaranteed on a subordinated basis by
TRANSCANADA PIPELINES LIMITED

TransCanada Trust (the "Trust") is a unit trust established under the laws of Ontario by Valiant Trust Company (the "Trustee") pursuant to a declaration of trust dated as of September 16, 2014 (the "Declaration of Trust"). The Trust proposes to issue and sell pursuant to this prospectus (the "Offering") U.S.$1,250,000,000 principal amount of unsecured, subordinated Trust Notes — Series 2017-A due , 2077 (the "Trust Notes — Series 2017-A").

The Trust is permitted, under the multi-jurisdictional disclosure system adopted by the United States ("U.S."), to prepare this prospectus in accordance with Canadian disclosure requirements. You should be aware that such requirements are different from those of the U.S.

Financial statements incorporated herein have been prepared in accordance with U.S. generally accepted accounting principles, which is referred to as "U.S. GAAP".

You should be aware that the acquisition of the securities described herein may have tax consequences both in the U.S. and in Canada. Such tax consequences for investors who are residents in, or citizens of, the U.S. may not be described fully herein.

Your ability to enforce civil liabilities under U.S. federal securities laws may be affected adversely by the fact that the Trust and TCPL are organized or incorporated under the laws of Canada, that some or all of the officers and directors of TCPL may be residents of Canada, that some or all of the experts named in the registration statement may be residents of Canada and that all or a substantial portion of our assets and the assets of said persons are located outside of the U.S.

These securities have not been approved or disapproved by the United States Securities and Exchange Commission (the "SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.



Per Trust Note — Series 2017-A	%	%	%
Total	U.S.$	U.S.$	U.S.$

(1): The public offering price set forth above does not include accrued interest, if any.
(2): The Underwriting commission will be paid by the Trust from the gross proceeds of the Offering.
(3): The Offering expenses of the Trust, other than the Underwriting commission, are estimated to be U.S.$2,500,000 and will be paid by the Trust from cash on hand and funds borrowed under the Credit Facility. See "The Trust — Liquidity".

The Trust expects to deliver the Trust Notes — Series 2017-A to investors through the book-entry delivery system of the Depository Trust Company and its direct and indirect participants, including Euroclear Bank N.V./S.A. and Clearstream Banking, société anonyme, Luxembourg, against payments in New York, New York on or about , 2017.

Joint Book-Running Managers and Co-Structuring Agents


Deutsche Bank Securities				J.P. Morgan

The date of this prospectus is , 2017.

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The Trust's objective is to acquire and hold the Trust Assets (as defined herein), comprised primarily of subordinated notes (the "TCPL Sub Notes") issued by TransCanada PipeLines Limited ("TCPL"), in order to generate funds for payment of the principal, interest, the redemption price and the amount payable on purchase for cancellation, if any, and any other amounts, in respect of its debt securities, including the Trust Notes — Series 2017-A. The Offering will provide TCPL with a cost-effective means of raising capital which qualifies for Basket "C" equity treatment by Moody's Investors Service, Inc. ("Moody's") and for "Intermediate Equity Credit" by Standard & Poors Ratings Services ("S&P"). The Trust has also issued voting trust units (the "Voting Trust Units") to TCPL, or subsidiaries of TCPL, U.S.$750,000,000 principal amount of unsecured, subordinated Trust Notes Series — 2015-A due May 20, 2075 (the "Trust Notes — Series 2015-A") and U.S.$1,200,000,000 principal amount of unsecured, subordinated Trust Notes Series — Series 2016-A due August 15, 2076 (the "Trust Notes — Series 2016-A" and, collectively with the Trust Notes — Series 2015-A, Voting Trust Units and the Trust Notes — Series 2017-A, the "Trust Securities"). TCPL will at all times own, directly or indirectly, all of the Voting Trust Units. See "Description of the Trust Securities". The Trust may, at any time and from time to time, issue additional Voting Trust Units or subordinated notes of any series without the authorization of holders of the Trust Notes — Series 2017-A. See "Description of the Trust Securities — Issue of Additional Trust Securities".

Under applicable Canadian securities legislation, we may be considered to be a connected issuer of Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC each of which is a subsidiary or affiliate of one of our lenders to which we are currently indebted. See "Underwriting" in this prospectus.

The Trust Notes — Series 2017-A will be issued only in denominations of U.S.$1,000 and integral multiples thereof.

TCPL will guarantee, on a subordinated basis, the due and punctual payment of the principal amount of and interest on (including interest on the amount in default) the Trust Notes — Series 2017-A and performance by the Trust of all the Trust's obligations to the holders of the Trust Notes — Series 2017-A pursuant to the Share Exchange Agreement (as defined herein) and the Assignment and Set-Off Agreement (as defined herein).

From the Closing Date (as hereinafter defined) to , 2027, the Trust will pay interest on the Trust Notes — Series 2017-A in equal semi-annual installments on and of each year. Notwithstanding the foregoing, assuming the Trust Notes — Series 2017-A are issued on , 2017, the first interest payment on the Trust Notes — Series 2017-A on , 2017 will be in the amount of U.S.$ per U.S.$1,000 principal amount of Trust Notes — Series 2017-A. Starting on , 2027, the Trust will pay interest on the Trust Notes — Series 2017-A on every , , and of each year during which the Trust Notes — Series 2017-A are outstanding thereafter until , 2077 (each such semi-annual or quarterly date, as applicable, a "Series 2017-A Interest Payment Date").

From the Closing Date to, but excluding, , 2027, the interest rate on the Trust Notes — Series 2017-A will be fixed at % per annum, payable in arrears. Starting on , 2027, and on every , , and of each year during which the Trust Notes — Series 2017-A are outstanding thereafter until , 2077 (each such date, a "Series 2017-A Interest Reset Date"), the interest rate on the Trust Notes — Series 2017-A will be reset as follows: (i) starting on , 2027, on every Series 2017-A Interest Reset Date, until , 2047, the interest rate on the Trust Notes — Series 2017-A will be reset at an interest rate per annum equal to the three month LIBOR (as defined herein) plus %, payable in arrears, with the first payment at such rate being on , 2027 and, (ii) starting on , 2047, on every Series 2017-A Interest Reset Date, until , 2077, the interest rate on the Trust Notes — Series 2017-A will be reset on each Series 2017-A Interest Reset Date at an interest rate per annum equal to the three month LIBOR plus %, payable in arrears, with the first payment at such rate being on , 2047.

The Trust Notes — Series 2017-A will mature on , 2077. Holders of the Trust Notes — Series 2017-A may, in certain circumstances, be required to apply interest payable on the Trust Notes — Series 2017-A to acquire a series of newly-issued TCPL Deferral Preferred Shares (as defined herein) with fixed cumulative preferential cash dividends, if, as and when declared by the Board of Directors (as defined herein). See "Description of the Trust Securities — Trust Notes — Series 2017-A — Deferral Right".

The TCPL Sub Notes purchased by the Trust with the proceeds of the Offering (the "2017 TCPL Sub Notes") will be dated as of the Closing Date and will mature on , 2077. From the Closing Date to , 2027, TCPL will pay interest on the 2017 TCPL Sub Notes in equal semi-annual installments on and

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of each year. Notwithstanding the foregoing, assuming the 2017 TCPL Sub Notes are issued on , 2017, the first interest payment on the 2017 TCPL Sub Notes on , 2017 will be in the amount of U.S.$ per U.S.$1,000 principal amount of 2017 TCPL Sub Notes. Starting on , 2027, TCPL will pay interest on the 2017 TCPL Sub Notes on every , , and of each year during which the 2017 TCPL Sub Notes are outstanding thereafter until , 2077 (each such semi-annual or quarterly date, as applicable, a "TCPL Sub Note Interest Payment Date").

From the Closing Date to, but excluding, , 2027, the interest rate on the 2017 TCPL Sub Notes will be fixed at % per annum, payable in arrears. Starting on , 2027, and on every , , and of each year during which the 2017 TCPL Sub Notes are outstanding thereafter until , 2077 (each such date, a "TCPL Sub Notes Interest Reset Date"), the interest rate on the 2017 TCPL Sub Notes will be reset as follows: (i) starting on , 2027, on every TCPL Sub Notes Interest Reset Date, until , 2047 the interest rate on the 2017 TCPL Sub Notes will be reset at an interest rate per annum equal to the three month LIBOR plus %, payable in arrears, with the first payment at such rate being on , 2027 and, (ii) starting on , 2047, on every TCPL Sub Notes Interest Reset Date, until , 2077, the interest rate on the 2017 TCPL Sub Notes will be reset on each TCPL Sub Notes Interest Reset Date at an interest rate per annum equal to the three month LIBOR plus %, payable in arrears, with the first payment at such rate being on , 2047.

TransCanada Corporation ("TCC") is currently the sole shareholder of TCPL and TCC and TCPL will covenant for the benefit of holders of the Trust Notes — Series 2017-A (the "Dividend Stopper Undertaking") that, in the event of a Deferral Event (as defined herein) in respect of the Trust Notes — Series 2017-A, TCPL will not declare dividends of any kind on any of the TCPL Preferred Shares (as defined herein) or, if no TCPL Preferred Shares are outstanding, any of the TCPL Common Shares (as defined herein and together with the TCPL Preferred Shares, the "TCPL Dividend Restricted Shares") and TCC will not declare dividends of any kind on any of the TCC Preferred Shares (as defined herein) or, if no TCC Preferred Shares are outstanding, any of the TCC Common Shares (as defined herein and together with the TCC Preferred Shares, the "TCC Dividend Restricted Shares" and collectively with the TCPL Dividend Restricted Shares, the "Dividend Restricted Shares") from the relevant Deferral Date (as defined herein) until the month following the first day on which, after TCPL Deferral Preferred Shares have been issued, no TCPL Deferral Preferred Shares are outstanding (the "Dividend Declaration Resumption Month").

It is in the interest of TCPL and TCC to ensure, to the extent within their control, that the Trust pays the interest to holders of the Trust Notes — Series 2017-A in cash on each Series 2017-A Interest Payment Date so as to avoid triggering the Dividend Stopper Undertaking. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Dividend Stopper Undertaking" and "Risk Factors".

On each Series 2017-A Interest Payment Date in respect of which a Deferral Event has occurred in respect of the Trust Notes — Series 2017-A (each a "Deferral Date"), interest payable on Trust Notes — Series 2017-A will be applied on behalf of holders of Trust Notes — Series 2017-A to acquire a new series of TCPL Preferred Shares (in any case, the "TCPL Deferral Preferred Shares"). A new series of TCPL Deferral Preferred Shares will be issued in respect of each Deferral Date. The subscription amount of each TCPL Deferral Preferred Share will be an amount equal to U.S.$1,000 and the number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) subscribed for on each Deferral Date will be calculated by dividing the amount of the interest payment

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on the Trust Notes — Series 2017-A on the applicable Deferral Date, by U.S.$1,000. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Deferral Right".

On or after , 2027, the Trust may, at its option or at the direction of TCPL, redeem the Trust Notes — Series 2017-A in whole at any time or in part from time to time on any Series 2017-A Interest Payment Date and on not less than 30 days nor more than 60 days prior notice to the holders of the Trust Notes — Series 2017-A, without the consent of such holders, at a redemption price per U.S.$1,000 principal amount of the Trust Notes — Series 2017-A equal to par, together with accrued and unpaid interest to, but excluding, the date fixed for redemption. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Trust Redemption Right".

The Trust Notes — Series 2017-A may be purchased, in whole or in part, by the Trust, at the direction of TCPL, in the open market or by tender or private contract. Trust Notes — Series 2017-A purchased by the Trust shall be cancelled and not reissued. The purchase price payable by the Trust will be paid in cash.

Upon the occurrence of, or at any time following the occurrence of, a Rating Event (as defined herein) or a Tax Event (as defined herein), the Trust may, at its option, redeem all (but not less than all) of the Trust Notes — Series 2017-A at a redemption price per U.S.$1,000 principal amount of the Trust Notes — Series 2017-A equal to par (in the case of a Tax Event) and par plus $20 (in the case of a Rating Event), together with accrued and unpaid interest to, but excluding, the date fixed for redemption. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Redemption on Rating Event or Tax Event".

It is expected that the Trust Assets will be acquired primarily from TCPL and/or its affiliates and shall consist of the TCPL Sub Notes and investments from the proceeds thereof. TCPL will act as Administrative Agent to the Trust. See "The Trust — The Administrative Agent".

The Trust Notes — Series 2017-A have been structured with the intention of achieving Basket "C" Equity Treatment from Moody's and "Intermediate Equity Credit" from S&P. On each Series 2017-A Interest Payment Date in respect of which a Deferral Event has occurred in respect of the Trust Notes — Series 2017-A, interest payable on Trust Notes — Series 2017-A will be applied on behalf of holders of Trust Notes — Series 2017-A to acquire a new series of TCPL Deferral Preferred Shares. This investment will be effected by the Indenture Trustee (as defined herein) subscribing for such shares for and on behalf of the holders of the Trust Notes — Series 2017-A. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Deferral Right". In addition, upon the occurrence of an Automatic Exchange Event, the Trust Notes — Series 2017-A will be exchanged automatically for the right to be issued newly issued TCPL Exchange Preferred Shares. In such event and in the circumstances described in the next paragraph, former holders of the Trust Notes — Series 2017-A would rank as preferred shareholders of TCPL in a liquidation of TCPL. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Automatic Exchange".

An investment in Trust Notes — Series 2017-A could be replaced in certain circumstances, without the consent of the holder, by TCPL Exchange Preferred Shares and holders of the Trust Notes — Series 2017-A may be required in certain circumstances to apply interest payable on their Trust Notes — Series 2017-A to acquire TCPL Deferral Preferred Shares. You should therefore carefully consider the disclosure with respect to TCPL, the TCPL Exchange Preferred Shares and the TCPL Deferral Preferred Shares included and incorporated by reference in this prospectus. An investment in Trust Notes — Series 2017-A is subject to certain risks. See "Risk Factors".

The Underwriters (as defined herein), as principals, conditionally offer the Trust Notes — Series 2017-A in the U.S., subject to prior sale if, as and when issued by the Trust and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under "Underwriting", and subject to the approval of certain legal matters on behalf of the Trust and TCPL by their Canadian legal counsel, Blake, Cassels & Graydon LLP, and Canadian tax counsel, Stikeman Elliott LLP and by their U.S. legal counsel Mayer Brown LLP and on behalf of the Underwriters by their Canadian legal counsel Norton Rose Fulbright Canada LLP and by their U.S. legal counsel Paul, Weiss, Rifkind, Wharton & Garrison LLP. This prospectus also qualifies for distribution the Automatic Exchange, the Deferral Event Subscription (as defined herein) and the Subscription Right (as defined herein).

In connection with the Offering, the Underwriters or agents may over-allot or effect transactions which stabilize or maintain the market price of the Trust Notes — Series 2017-A offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters propose to offer the Trust Notes — Series 2017-A initially at the offering price specified above.

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After a reasonable effort has been made to sell all of the Trust Notes — Series 2017-A at the price specified, the Underwriters may reduce the selling price to investors from time to time in order to sell any of the Trust Notes — Series 2017-A remaining unsold. Any such reduction will not affect the proceeds received by the Trust. See "Underwriting").

Subscriptions for the Trust Notes — Series 2017-A will be received by the Underwriters subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that the Closing Date will be on or about , 2017 or such later date as the Trust, TCPL and the Underwriters may agree, but in any event not later than , 2017. The Trust Notes — Series 2017-A will be issued in "book-entry only" form and, accordingly, physical certificates representing Trust Notes — Series 2017-A will not be available except in limited circumstances. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Book-Entry Only Form".

There is no market through which the Trust Notes — Series 2017-A may be sold and purchasers may not be able to resell the Trust Notes — Series 2017-A purchased under this prospectus. This may affect the pricing of the Trust Notes — Series 2017-A in the secondary market, the transparency and availability of trading prices, the liquidity of the Trust Notes — Series 2017-A, and the extent of issuer regulation. See "Risk Factors".

Investing in the Trust Notes — Series 2017-A involves risk. See "Risk Factors".

Stéphan Crétier, John E. Lowe, Paula R. Reynolds, John Richels and Mary Pat Solomone are directors of TCPL, the Administrative Agent of the Trust, who reside outside of Canada and each of these directors has appointed TransCanada PipeLines Limited as agent for service of process at 450 – 1 Street, S.W., Calgary, AB T2P 5H1. Purchasers are advised that it may not be possible for investors to enforce judgements obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process.

The Trust's head office is located at 450 – 1^st Street S.W., Calgary, Alberta, T2P 5H1.

The earnings coverage ratio of TCPL for the 12-month period ended December 31, 2015 is less than one-to-one. See "Earnings Coverage Ratios".

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		Page

ABOUT THIS PROSPECTUS		1
EXCHANGE RATE DATA		1
FORWARD-LOOKING STATEMENTS		1
DOCUMENTS INCORPORATED BY REFERENCE		4
WHERE TO FIND MORE INFORMATION		5
PROSPECTUS SUMMARY		6
GLOSSARY		17
RISK FACTORS		24
THE TRUST		29
CONSOLIDATING SUMMARY FINANCIAL INFORMATION		31
USE OF PROCEEDS		31
CAPITALIZATION OF THE TRUST		32
TCPL		32
DESCRIPTION OF THE TRUST SECURITIES		35
DESCRIPTION OF TCPL EXCHANGE PREFERRED SHARES AND TCPL DEFERRAL PREFERRED SHARES		50
DESCRIPTION OF THE 2017 TCPL SUB NOTES		54
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS		55
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		58
CERTAIN ERISA MATTERS		63
UNDERWRITING (CONFLICTS OF INTEREST)		64
MATERIAL CONTRACTS		68
PRINCIPAL HOLDERS OF SECURITIES		69
INTERESTS OF TCPL AND ITS AFFILIATES IN MATERIAL TRANSACTIONS		69
LEGAL MATTERS		69
EXPERTS		69
INTERESTS OF EXPERTS		70
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT		70
TRANSFER AGENT AND REGISTRAR AND EXCHANGE TRUSTEE		70
ENFORCEMENT OF CIVIL LIABILITIES		70

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THE TRUST NOTES — SERIES 2017-A DO NOT REPRESENT OBLIGATIONS OF OR INTERESTS IN AND ARE NOT GUARANTEED OR INSURED BY VALIANT TRUST COMPANY OR CST TRUST COMPANY OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES (OTHER THAN THE TRUST). THE TRUST NOTES — SERIES 2017-A ARE NOT INSURED OR GUARANTEED BY THE CANADA DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

ABOUT THIS PROSPECTUS

In this prospectus, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars. References to "dollars" or "$" are to lawful currency of Canada, and references to "U.S. dollars" or "U.S.$" are to lawful currency of the U.S. Unless otherwise indicated, all financial information included and incorporated by reference in this prospectus has been prepared in accordance with U.S. GAAP. Except on the cover page and under "Description of the Trust Securities — Trust Notes — Series 2017-A", and unless the context otherwise requires, all references in this prospectus to "we", "us", "our" or "TCPL" shall mean TransCanada PipeLines Limited, its subsidiaries, partnership interests and joint venture investments.

EXCHANGE RATE DATA

TCPL publishes its consolidated financial statements in Canadian dollars. In this prospectus, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars and references to "Cdn.$" or "$" are to Canadian dollars and references to "U.S.$" are to U.S. dollars.

The following table sets forth certain exchange rates based on the noon rate as reported by the Bank of Canada. Such rates are set forth as U.S. dollars per Cdn.$1.00 and are the inverse of noon rates quoted by the Bank of Canada for Canadian dollars per U.S.$1.00. On February 23, 2017, the inverse of the noon rate reported by the Bank of Canada was U.S.$0.7628 per Cdn.$1.00.

	Year Ended December 31,

	2016		2015		2014
High		0.7972		0.8527		0.9422
Low		0.6854		0.7148		0.8589
Average⁽¹⁾		0.7548		0.7820		0.9054
Period end		0.7448		0.7225		0.8620

(1): The average of the exchange rates on the last day of each month during the applicable period.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein include "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of securities laws, including the "safe harbor" provisions of the Securities Act (Alberta), the Securities Act (Ontario), the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the United States Securities Act of 1933, as amended (the "Securities Act"). The words "anticipate", "expect", "believe", "may", "will", "should", "estimate", "project", "outlook", "forecast", "intend", "target", "plan" or similar words are used to identify such forward-looking information. Forward-looking information in this prospectus and in the documents incorporated by reference herein is intended to provide you with information regarding us, including management's assessment of our future plans and financial outlook. Forward-looking information in this prospectus

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includes statements under the headings "Use of Proceeds" and "Underwriting". Forward looking information in this prospectus and the documents incorporated by reference herein may include, but is not limited to, statements regarding:

•: planned changes in our business including the divestiture of certain assets;
•: our financial and operational performance, including the performance of our subsidiaries;
•: expectations or projections about strategies and goals for growth and expansion;
•: expected cash flows and future financing options available to us;
•: expected dividend growth;
•: expected costs for planned projects, including projects under construction, permitting and development;
•: expected schedules for planned projects (including anticipated construction and completion dates);
•: expected regulatory processes and outcomes;
•: expected impact of regulatory outcomes;
•: expected outcomes with respect to legal proceedings, including arbitration and insurance claims;
•: expected capital expenditures and contractual obligations;
•: expected operating and financial results;
•: the expected impact of future accounting changes, commitments and contingent liabilities; and
•: expected industry, market and economic conditions.

This forward-looking information reflects our beliefs and assumptions based on information available at the time the information was stated and, as such, is not a guarantee of future performance. By its nature, forward looking information is subject to various assumptions, risks and uncertainties which could cause our actual results and achievements to differ materially from the anticipated results or expectations expressed or implied in such information.

Key assumptions on which our forward-looking information is based include, but are not limited to, assumptions about:

•: planned monetization of our U.S. Northeast power business;
•: inflation rates, commodity prices and capacity prices;
•: nature and scope of hedging;
•: the Canadian dollar to U.S. dollar exchange rate remains at or near current levels;
•: interest rates;
•: tax rates;
•: planned and unplanned outages and the use of our pipeline and energy assets;
•: integrity and reliability of our assets;
•: access to capital markets; and
•: anticipated construction costs, schedules and completion dates.

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The risks and uncertainties that could cause actual results or events to differ materially from current expectations include, but are not limited to:

•: our ability to realize the anticipated benefits of the acquisition of Columbia Pipeline Group, Inc. ("Columbia" and when referring to the acquisition, the "Acquisition");
•: timing and execution of our planned asset sales;
•: our ability to successfully implement our strategic initiatives;
•: whether our strategic initiatives will yield the expected benefits;
•: the operating performance of our pipeline and energy assets;
•: amount of capacity sold and rates achieved in our pipeline businesses;
•: the availability and price of energy commodities;
•: the amount of capacity payments and revenues we receive from our energy business;
•: regulatory decisions and outcomes;
•: outcomes of legal proceedings, including arbitration and insurance claims;
•: performance and credit risk of our counterparties;
•: changes in market commodity prices;
•: changes in the political environment;
•: changes in environmental and other laws and regulations;
•: competitive factors in the pipeline and energy sectors;
•: construction and completion of capital projects;
•: costs for labor, equipment and materials;
•: access to capital markets;
•: interest, tax and foreign exchange rates;
•: weather;
•: cyber security;
•: technological developments; and
•: economic conditions in North America as well as globally.

Additional information on these and other factors is discussed in the documents incorporated by reference herein including in the MD&A (as defined herein) under the headings "Natural Gas Pipelines — Business Risks", "Liquids Pipelines — Business Risks", "Energy — Business Risks", "Other Information — Risks and Risk Management" and "Financial Risks" and in Schedule A to the BAR (as defined herein).

Readers are cautioned against placing undue reliance on forward-looking information, which is given as of the date it is expressed in this prospectus or otherwise, and not to use future-oriented information or financial outlooks for anything other than their intended purpose. We undertake no obligation to publicly update or revise any forward-looking information in this prospectus or otherwise, whether as a result of new information, future events or otherwise, except as required by law.

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DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this prospectus from documents filed with the Alberta Securities Commission and the Ontario Securities Commission and with the SEC in the U.S.

The following documents which were filed by TCPL with the Alberta Securities Commission, the Ontario Securities Commission and the SEC are incorporated by reference in this prospectus:

(i): audited comparative consolidated financial statements as at December 31, 2016 and 2015 and for each of the years in the three-year period ended December 31, 2016, the notes thereto, and the auditors' report thereon;
(ii): management's discussion and analysis of financial condition and results of operations as at and for the year ended December 31, 2016 (the "MD&A");
(iii): annual information form for the year ended December 31, 2015 dated March 7, 2016 (the "Annual Information Form");
(iv): the material change report dated April 7, 2016 (the "MCR"); and
(v): the business acquisition report dated July 22, 2016 relating to the acquisition of Columbia (the "BAR").

Any documents of the type referred to above, including all annual information forms, all information circulars, all annual and interim financial statements and management's discussion and analysis relating thereto, all material change reports (excluding confidential material change reports), press releases containing financial information for financial periods more recent than the most recent annual or interim financial statements, and any business acquisition reports disclosing additional or updated information subsequently filed by TCPL or the Trust with the Alberta Securities Commission or the Ontario Securities Commission after the date of this prospectus and prior to the completion of the Offering shall be deemed to be incorporated by reference into this prospectus. These documents will be available through the internet on the System for Electronic Document Analysis and Retrieval ("SEDAR"), which can be accessed at www.sedar.com.

Any statement contained in this prospectus or in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus or in any subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this prospectus, except as so modified or superseded.

We will provide without charge to each person to whom this prospectus is delivered, including any beneficial owner, upon written or oral request of such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents). Requests should be directed to TransCanada PipeLines Limited, 450 – 1st Street S.W., Calgary, Alberta, Canada, T2P 5H1, Attention: Corporate Secretary, telephone number (403) 920-2000.

You should rely only on the information contained in or incorporated by reference in this prospectus and on the other information included in the registration statement of which this

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prospectus forms a part. We and the Trust have not authorized anyone to provide you with different or additional information. The Trust is not making an offer of these Trust Notes — Series 2017-A in any jurisdiction where the offer is not permitted by law. You should not assume that the information contained in or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus.

WHERE TO FIND MORE INFORMATION

We and the Trust have filed with the SEC, under the Securities Act, a registration statement on Form F-10 relating to the securities offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement, certain items of which are contained in the exhibits to the registration statement as permitted by the rules and regulations of the SEC. Statements included or incorporated by reference in this prospectus about the contents of any contract, agreement or other documents referred to are not necessarily complete, and in each instance, you should refer to the exhibits for a complete description of the matter involved. Under the registration statement, the Trust may sell the Trust Notes — Series 2017-A described in this prospectus. The Trust Notes — Series 2017-A are guaranteed by us on a subordinated basis as described herein and we file annual and quarterly financial information and material change reports, business acquisition reports and other material with the Alberta Securities Commission, the Ontario Securities Commission and with the SEC.

Under the multi-jurisdictional disclosure system adopted by the U.S., documents and other information that we file with the SEC may be prepared in accordance with the disclosure requirements of Canada, which are different from those of the U.S. You may read and download any public document that we have filed with the Alberta Securities Commission or the Ontario Securities Commission on SEDAR at www.sedar.com. You may read and copy any document that we have filed with the SEC at the SEC's public reference room in Washington D.C., and may also obtain copies of those documents from the public reference room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 by paying a fee. Additionally, you may read and download some of the documents that we have filed on EDGAR at www.sec.gov.

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PROSPECTUS SUMMARY

The following is a summary of the principal features of the Offering and is qualified in its entirety by and should be read in conjunction with the more detailed information appearing elsewhere in this prospectus. Reference is made to the Glossary section for the meaning of certain defined terms.

THE OFFERING


Issuer:		TransCanada Trust, a unit trust (the "Trust") established under the laws of the Province of Ontario pursuant to the Declaration of Trust.
Offering:		The unsecured, subordinated Trust Notes — Series 2017-A due , 2077 of the Trust (the "Trust Notes — Series 2017-A").
		The Trust Notes — Series 2017-A will be issued under a trust indenture (the "Trust Indenture") dated May 20, 2015 between the Trust and CST Trust Company, as trustee for the holders of the Trust Notes — Series 2017-A (the "Indenture Trustee"), as supplemented by a third supplemental indenture (the "Third Supplemental Indenture") between the Trust, TransCanada PipeLines Limited ("TCPL") and the Indenture Trustee.
Principal Amount of Offering:		U.S.$1,250,000,000 Trust Notes — Series 2017-A.
Price to Public:		%.
Issue Date:		On or about , 2017.
Maturity Date:		, 2077.
Specified Denominations:		U.S.$1,000 and integral multiples thereof.
Use of Proceeds:		The gross proceeds to the Trust from the Offering of U.S.$1,250,000,000 in respect of the Trust Notes — Series 2017-A will be used to acquire the 2017 TCPL Sub Notes from TCPL. TCPL, in turn, intends to use the proceeds from the issue of the 2017 TCPL Sub Notes for general corporate purposes and to reduce short term indebtedness of TCPL and its affiliates, which short term indebtedness was used to fund TCPL's capital program and for general corporate purposes. TCPL may invest the funds that it does not immediately require in short term marketable debt securities. The Offering will provide TCPL with a cost-effective means of raising capital which qualifies for Basket "C" equity treatment by Moody's and for "Intermediate Equity Credit" by S&P.
Interest:		From the Closing Date to , 2027, the Trust will pay interest on the Trust Notes — Series 2017-A in equal semi-annual installments on and of each year. Notwithstanding the foregoing, assuming the Trust Notes — Series 2017-A are issued on , 2017, the first interest payment on the Trust Notes — Series 2017-A on , 2017 will be in the amount of U.S.$ per U.S.$1,000 principal amount of Trust Notes — Series 2017-A. Starting on , 2027, the Trust will pay interest on the Trust Notes — Series 2017-A on every , , and of each

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		year during which the Trust Notes — Series 2017-A are outstanding thereafter until, , 2077 (each such semi-annual or quarterly date, as applicable, a "Series 2017-A Interest Payment Date").
		From the Closing Date to, but excluding, , 2027, the interest rate on the Trust Notes — Series 2017-A will be fixed at % per annum, payable in arrears. Starting on, 2027, and on every , , and of each year during which the Trust Notes — Series 2017-A are outstanding thereafter until , 2077 (each such date, a "Series 2017-A Interest Reset Date"), the interest rate on the Trust Notes — Series 2017-A will be reset as follows: (i) starting on , 2027, on every Series 2017-A Interest Reset Date, until , 2047, the interest rate on the Trust Notes — Series 2017-A will be reset at an interest rate per annum equal to the three month LIBOR plus %, payable in arrears, with the first payment at such rate being on , 2027 and, (ii) starting on , 2047, on every Series 2017-A Interest Reset Date, until , 2077, the interest rate on the Trust Notes — Series 2017-A will be reset on each Series 2017-A Interest Reset Date at an interest rate per annum equal to the three month LIBOR plus %, payable in arrears, with the first payment at such rate being on , 2047.
		The Trust Notes — Series 2017-A will mature on , 2077. Holders of the Trust Notes — Series 2017-A may, in certain circumstances, be required to apply interest payable on the Trust Notes — Series 2017-A to acquire TCPL Deferral Preferred Shares. See "Deferral Right" below.
2017 TCPL Sub Notes:		The 2017 TCPL Sub Notes will be dated as of the Closing Date and will mature on , 2077. From the Closing Date to , 2027, TCPL will pay interest on the 2017 TCPL Sub Notes in equal semi-annual installments on and of each year. Notwithstanding the foregoing, assuming the 2017 TCPL Sub Notes are issued on , 2017, the first interest payment on the 2017 TCPL Sub Notes on , 2017 will be in the amount of U.S.$ per U.S.$1,000 principal amount of 2017 TCPL Sub Notes. Starting on , 2027, TCPL will pay interest on the 2017 TCPL Sub Notes on every , , and of each year during which the 2017 TCPL Sub Notes are outstanding thereafter until , 2077 (each such semi-annual or quarterly date, as applicable, a "TCPL Sub Note Interest Payment Date").
		From the Closing Date to, but excluding, , 2027, the interest rate on the 2017 TCPL Sub Notes will be fixed at % per annum, payable in arrears. Starting on, 2027, and on every , , and of each year during which the 2017 TCPL Sub Notes are outstanding thereafter until , 2077 (each such date, a "TCPL Sub Notes Interest Reset Date"), the interest rate on the 2017 TCPL Sub Notes will be reset as follows: (i) starting on , 2027, on every TCPL Sub Notes Interest

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		Reset Date, until , 2047 the interest rate on the 2017 TCPL Sub Notes will be reset at an interest rate per annum equal to the three month LIBOR plus %, payable in arrears, with the first payment at such rate being on, , 2027 and, (ii) starting on, , 2047, on every TCPL Sub Notes Interest Reset Date, until , 2077, the interest rate on the 2017 TCPL Sub Notes will be reset on each TCPL Sub Notes Interest Reset Date at an interest rate per annum equal to the three month LIBOR plus %, payable in arrears, with the first payment at such rate being on , 2047.
		The 2017 TCPL Sub Notes are junior unsecured subordinated obligations of TCPL. The payment of principal and interest on the 2017 TCPL Sub Notes will be subordinated in right of payment to the prior payment in full of all present and future TCPL Senior Indebtedness (as described in "Description of the 2017 TCPL Sub Notes — Priority of the 2017 TCPL Sub Notes"), and will be effectively subordinated to all indebtedness and obligations of TCPL's subsidiaries.
		In addition to the 2017 TCPL Sub Notes, the Trust may acquire other Trust Assets from time to time.
Deferral Right:		Pursuant to the Assignment and Set-Off Agreement, on each Series 2017-A Interest Payment Date in respect of which a Deferral Event has occurred (each a "Deferral Date") in respect of the Trust Notes — Series 2017-A, interest payable on Trust Notes — Series 2017-A will be applied on behalf of holders of Trust Notes — Series 2017-A to acquire TCPL Deferral Preferred Shares. A new series of TCPL Deferral Preferred Shares will be issued in respect of each Deferral Date. The subscription amount of each TCPL Deferral Preferred Share will be an amount equal to U.S.$1,000, and the number of TCPL Deferral Preferred Shares subscribed for on each Deferral Date (including fractional shares, if applicable) will be calculated by dividing the amount of the interest payment on the Trust Notes — Series 2017-A on the applicable Deferral Date, by U.S.$1,000. For greater certainty, whether or not a Deferral Event has occurred in respect of a particular Series 2017-A Interest Payment Date will be determined prior to the commencement of the Series 2017-A Interest Period ending on the day immediately preceding such Series 2017-A Interest Payment Date.
		A Deferral Event in respect of the Trust Notes — Series 2017-A will occur in circumstances where: (i) TCPL has failed to declare cash dividends on all of the outstanding TCPL Preferred Shares, if any, consistent with TCPL's dividend practice in effect from time to time with respect to TCPL Preferred Shares (other than a failure to declare dividends on such shares during a Dividend Restricted Period) in each case in the last 90 days preceding the commencement of the Series 2017-A Interest Period ending on the day preceding the relevant Series 2017-A Interest Payment Date (a "Missed Dividend Deferral Event"); or (ii) TCPL elects, at its sole option, prior to the

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		commencement of the Series 2017-A Interest Period ending on the day preceding the relevant Series 2017-A Interest Payment Date, that holders of the Trust Notes — Series 2017-A apply interest paid on such Trust Notes — Series 2017-A on the relevant Series 2017-A Interest Payment Date to acquire TCPL Deferral Preferred Shares (an "Other Deferral Event"). There is no limit on the number of Deferral Events that may occur.
		Upon a Deferral Event, TCPL reserves the right not to issue TCPL Deferral Preferred Shares to an Ineligible Person. In such circumstances, the Indenture Trustee will hold all TCPL Deferral Preferred Shares, which would otherwise be delivered to Ineligible Persons, as agent for Ineligible Persons, and the Indenture Trustee will attempt to sell such TCPL Deferral Preferred Shares (to parties other than TCPL and its affiliates) on behalf of the Ineligible Persons. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Deferral Right".
Dividend Stopper Undertaking:		Pursuant to an Assignment and Set-Off Agreement among the Trust, TCPL, TransCanada Corporation ("TCC") and the Indenture Trustee (the "Assignment and Set-Off Agreement"), TCC and TCPL will covenant for the benefit of holders of the Trust Notes — Series 2017-A that, in the event of a Deferral Event, in the period commencing on the relevant Deferral Date to, but excluding, the first day of the applicable Dividend Declaration Resumption Month (as defined herein): (i) neither TCC nor TCPL will declare dividends of any kind on any of the Dividend Restricted Shares, as applicable; and (ii) neither TCC, TCPL nor any subsidiary of TCC or TCPL may redeem any Dividend Restricted Shares (other than TCPL Deferral Preferred Shares) or make any payment to holders of any of the Dividend Restricted Shares in respect of dividends not declared or paid on such Dividend Restricted Shares, and neither TCC nor TCPL nor any subsidiary of TCC or TCPL may purchase any Dividend Restricted Shares. It is in the interest of TCPL and TCC to ensure, to the extent within their control, that the Trust pays the interest to holders of the Trust Notes — Series 2017-A in cash on each Series 2017-A Interest Payment Date so as to avoid triggering the Dividend Stopper Undertaking. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Dividend Stopper Undertaking" and "Risk Factors".
TCPL Deferral Preferred Shares:		The TCPL Deferral Preferred Shares will carry the right to receive fixed quarterly cumulative preferential cash dividends, if, as and when declared by the Board of Directors, subject to the Canada Business Corporations Act, at the Perpetual Preferred Share Rate, subject to any applicable withholding tax. The TCPL Deferral Preferred Shares would rank pari passu with other outstanding first preferred shares of TCPL, if any. See "Description of TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares".

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Automatic Exchange:		The Trust Notes — Series 2017-A, including accrued and unpaid interest thereon, will be exchanged automatically (the "Automatic Exchange"), without the consent of the holder thereof, for the right to be issued newly issued TCPL Exchange Preferred Shares upon the occurrence of: (i) the making by TCC or TCPL of a general assignment for the benefit of its creditors or a proposal (or the filing of a notice of its intention to do so) under the Bankruptcy and Insolvency Act (Canada), (ii) any proceeding instituted by TCC or TCPL seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or TCPL or any substantial part of its property and assets in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent, (iii) a receiver, interim receiver, trustee or other similar official is appointed over TCC or TCPL or for any substantial part of its property and assets by a court of competent jurisdiction in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent; or (iv) any proceeding is instituted against TCC or TCPL seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or TCPL or any substantial part of its property and assets in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent, and either such proceeding has not been stayed or dismissed within 60 days of the institution of any such proceeding or the actions sought in such proceedings occur, including the entry of an order for relief against TCC or TCPL or the appointment of a receiver, interim receiver, trustee, or other similar official for it or for any substantial part of its property and assets (each, a "Automatic Exchange Event"). The Automatic Exchange shall occur as of 8:00 a.m. (Eastern time) (the "Exchange Time") on the date that an Automatic Exchange Event occurs. Pursuant to a Share Exchange Agreement between the Trust, TCPL and the Exchange Trustee (the "Share Exchange Agreement"), the holders of the Trust Notes — Series 2017-A will receive the right to be issued one TCPL Exchange Preferred Share for each U.S.$1,000 principal amount of Trust Notes — Series 2017-A together with the number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on the Trust Notes — Series 2017-A to, but excluding, the date the Automatic Exchange Event occurs, by U.S.$1,000, which right will be immediately and automatically exercised. Following the Automatic Exchange, holders of the Trust Notes — Series 2017-A immediately prior to the Automatic Exchange will cease to have any

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		claim or entitlement to interest or principal against the Trust or any other rights as holders of the Trust Notes — Series 2017-A, including under the subordinated guarantee by TCPL. Holders of the Trust Notes — Series 2017-A will individually be bound by the Automatic Exchange, acting through the Exchange Trustee, on the basis contemplated by the Share Exchange Agreement.
		Upon an Automatic Exchange, TCPL reserves the right not to issue TCPL Exchange Preferred Shares to an Ineligible Person. In such circumstance, the Exchange Trustee will hold all TCPL Exchange Preferred Shares, which would otherwise be delivered to Ineligible Persons, as agent for Ineligible Persons and the Exchange Trustee will attempt to sell such TCPL Exchange Preferred Shares (to parties other than TCPL and its affiliates) on behalf of such Ineligible Persons.
		If, following the occurrence of an Automatic Exchange Event, any Trust Notes — Series 2017-A remain outstanding and are not owned by TCPL or an affiliate of TCPL, the Trust will redeem each U.S.$1,000 principal amount of Trust Notes — Series 2017-A not so owned for consideration consisting of one TCPL Exchange Preferred Share together with the number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on such Trust Notes — Series 2017-A to, but excluding, the date the Automatic Exchange Event occurs, by U.S.$1,000. It is in the interests of TCPL to ensure that an Automatic Exchange does not occur, although the events that could give rise to an Automatic Exchange, namely the occurrence of an Automatic Exchange Event, may be beyond TCPL's control.
		See "Description of the Trust Securities — Trust Notes — Series 2017-A — Automatic Exchange", "Description of the TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares" and "Risk Factors".
TCPL Exchange Preferred Shares:		The TCPL Exchange Preferred Shares will carry the right to receive fixed quarterly cumulative preferential cash dividends, if, as and when declared by the Board of Directors, subject to the Canada Business Corporations Act, at the Perpetual Preferred Share Rate, subject to any applicable withholding tax. The TCPL Exchange Preferred Shares would rank pari passu with other outstanding first preferred shares of TCPL, if any. See "Description of TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares".
Trust Redemption Right:		On or after , 2027, the Trust may, at its option, or at the direction of TCPL, on giving not more than 60 nor less than 30 days' notice to the holders of the Trust Notes — Series 2017-A, redeem the Trust Notes — Series 2017-A, in whole at any time or in part from time to time on any Series 2017-A Interest Payment Date. The

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		redemption price per U.S.$1,000 principal amount of Trust Notes — Series 2017-A redeemed on any Series 2017-A Interest Payment Date will be par, together with accrued and unpaid interest to, but excluding, the date fixed for redemption. The redemption price payable by the Trust will be paid from the redemption proceeds it receives from TCPL upon redemption of 2017 TCPL Sub Notes. Trust Notes — Series 2017-A that are redeemed shall be cancelled and shall not be reissued. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Trust Redemption Right".
Redemption on Tax or Rating Event:		Upon the occurrence of, or any time following the occurrence of, a Rating Event or a Tax Event, the Trust may, at its option, redeem all (but not less than all) of the Trust Notes — Series 2017-A at a redemption price per U.S.$1,000 principal amount of the Trust Notes — Series 2017-A equal to par (in the case of a Tax Event) and par plus $20 (in the case of a Rating Event), together with accrued and unpaid interest to but excluding the date fixed for redemption. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Redemption on Rating Event or Tax Event".
Purchase for Cancellation:		The Trust Notes — Series 2017-A may be purchased, in whole or in part, by the Trust, at the direction of TCPL, in the open market or by tender or private contract. Trust Notes — Series 2017-A purchased by the Trust shall be cancelled and shall not be reissued. The purchase price payable by the Trust will be paid in cash.
Guarantee by TCPL:		TCPL will guarantee, on a subordinated basis, the due and punctual payment of the principal amount of and interest on (including interest on the amount in default) the Trust Notes — Series 2017-A and performance by the Trust of all the Trust's obligations to the holders of the Trust Notes — Series 2017-A pursuant to the Share Exchange Agreement and the Assignment and Set-Off Agreement.
		See "Description of the Trust Securities — Trust Notes — Series 2017-A — Guarantee by TCPL".
		The payment of principal and interest under TCPL's guarantee of the Trust Notes — Series 2017-A will be subordinated in right of payment to the prior payment in full of all present and future Guarantor Senior Indebtedness (as described in "Description of the Trust Securities — Trust Notes — Series 2017-A — Guarantee by TCPL"), and will be effectively subordinated to all indebtedness and obligations of TCPL's subsidiaries.
Additional TCPL Covenants:		In addition to the Dividend Stopper Undertaking, TCPL will covenant for the benefit of the holders of the Trust Notes — Series 2017-A, pursuant to the Share Exchange Agreement or the Assignment and Set-Off Agreement, as the case may be, that:
		(i) all of the outstanding Voting Trust Units will be held at all times, directly or indirectly, by TCPL;

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		(ii) as long as any Trust Notes — Series 2017-A are outstanding and held by any person other than TCPL or an affiliate of TCPL, TCPL will not take any action to cause the termination of the Trust;
		(iii) TCPL will not create or issue any TCPL Preferred Shares which, in the event of insolvency or winding-up of TCPL, would rank in right of payment in priority to the TCPL Exchange Preferred Shares or the TCPL Deferral Preferred Shares;
		(iv) TCPL will not assign or otherwise transfer its obligations under the Share Exchange Agreement or the Assignment and Set-Off Agreement, except in the case of a merger, consolidation, amalgamation or reorganization or a sale of substantially all of the assets of TCPL;
		(v) if the Trust Notes — Series 2017-A have not been exchanged for rights to be issued TCPL Exchange Preferred Shares following the Automatic Exchange, TCPL will not, without the approval of the holders of the Trust Notes — Series 2017-A, amend, delete or vary any terms attaching to the TCPL Exchange Preferred Shares other than amendments, deletions or variations which do not negatively impact future holders of TCPL Exchange Preferred Shares and amendments that relate to the preferred shares of TCPL as a class; and
		(vi) prior to the issuance of any TCPL Deferral Preferred Shares in respect of a Deferral Event, TCPL will not, without the approval of the holders of the Trust Notes — Series 2017-A, amend, delete or vary any terms attaching to the TCPL Deferral Preferred Shares other than amendments, deletions or variations which do not negatively impact future holders of TCPL Deferral Preferred Shares and amendments that relate to the preferred shares of TCPL as a class.
Subordination and Events of Default:		The Trust Notes — Series 2017-A will be unsecured obligations of the Trust. The payment of principal and interest on the Trust Notes — Series 2017-A will be subordinated in right of payment to the prior payment in full of all present and future Issuer Senior Indebtedness (as described in "Description of the Trust Securities — Trust Notes — Series 2017-A — Subordination"), and will be effectively subordinated to all indebtedness and obligations of any subsidiaries of the Trust. An event of default in respect of the Trust Notes — Series 2017-A will occur if the Trust or TCPL becomes insolvent or bankrupt or, subject to certain exceptions, resolves to wind up or liquidate or is ordered wound up or liquidated or is otherwise dissolved by operation of law. See "Description of Trust Securities — Trust Notes — Series 2017-A — Events of Default".
		The subordination provisions and the event of default provisions of the Trust Notes — Series 2017-A as described herein are not likely to be relevant to the holders of the Trust Notes — Series 2017-A in

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		their capacity as creditors of the Trust since, upon the occurrence of an Automatic Exchange Event, the Automatic Exchange provisions of the Trust Notes — Series 2017-A will result in the Trust Notes — Series 2017-A being exchanged for the right to be issued TCPL Exchange Preferred Shares effective as of the Exchange Time, which right will be immediately and automatically exercised. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Automatic Exchange" and "Risk Factors".
		If an event of default has occurred and is continuing, and the Trust Notes — Series 2017-A have not already been automatically exchanged for the right to be issued TCPL Exchange Preferred Shares, the Indenture Trustee may, in its discretion and shall upon the request of holders of not less than one-quarter of the principal amount of Trust Notes — Series 2017-A then outstanding under the Trust Indenture, declare the principal of and interest on all outstanding Trust Notes — Series 2017-A to be immediately due and payable. There will be no right of acceleration in the case of a default in the performance of any covenant of the Trust or TCPL in the Trust Indenture, although a legal action could be brought to enforce such covenant.
Payment of Additional Amounts		All payments made by or on account of any obligation of the Trust under or with respect to the Trust Notes — Series 2017-A, or by or on account of any obligation of TCPL under or with respect to its guarantee of the Trust Notes — Series 2017-A, shall be made without withholding or deduction for Canadian Taxes, unless required by law or the interpretation or administration thereof, in which case the Trust or TCPL shall pay such additional amounts as may be necessary so that the net amount received by holders of the Trust Notes — Series 2017-A (other than certain excluded holders) shall not be less than the amount such holders would have received if such Canadian Taxes had not been withheld or deducted, subject to certain exceptions. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Payment of Additional Amounts".
Conflicts of Interest		TCPL may have outstanding short term indebtedness owing to certain of the Underwriters and affiliates of such Underwriters, a portion of which TCPL may repay with the net proceeds from the sale of the 2017 TCPL Sub Notes. See "Use of Proceeds". As a result, one or more of such Underwriters or their affiliates may receive more than 5% of the net proceeds from the offering of the Trust Notes — Series 2017-A in the form of the repayment of such indebtedness. Accordingly, the offering of the Trust Notes — Series 2017-A is being made pursuant to Rule 5121 of the Financial Industry Regulatory Authority, Inc. Pursuant to this rule, the appointment of a qualified independent underwriter is not necessary in connection with this offering, because the conditions of Rule 5121(a)(1)(C) are satisfied.

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Book-Entry Only Form:		The Trust Notes — Series 2017-A will be issued under the book-entry only system operated by The Depository Trust Company or its nominees (the "Clearing Agency") and must be purchased or transferred through participants (collectively, "Participants") in the depository service of the Clearing Agency. Participants include securities brokers and dealers, banks and trust companies. Accordingly, physical certificates representing the Trust Notes — Series 2017-A will not be available except in the limited circumstances described under "Description of the Trust Securities — Trust Notes — Series 2017-A — Book-Entry Only Form".
Voting Trust Units:		TCPL owns all of the Voting Trust Units. See "Description of the Trust Securities — The Voting Trust Units".

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THE TRUST

The Trust is a unit trust established under the laws of Ontario by the Trustee pursuant to the Declaration of Trust on September 16, 2014. The Trust has been formed for the purpose of issuing debt securities, including, the Trust Notes — Series 2015-A, the Trust Notes — Series 2016-A and the Trust Notes — Series 2017-A, and to acquire and hold the Trust Assets that will generate funds for payment of principal, interest, the redemption price and the amount payable on purchase for cancellation, if any, and any other amounts, in respect of its debt securities, including the Trust Notes — Series 2017-A. Immediately after the issuance by the Trust of the Trust Notes — Series 2017-A pursuant to the Offering and the purchase by the Trust of the 2017 TCPL Sub Notes, the Trust will have approximately U.S.$3,250,000,000 in Trust Assets, U.S.$1,250,000,000 of capital attributable to the Trust Notes — Series 2017-A, U.S.$1,200,000,000 of capital attributable to the Trust Notes — Series 2016-A, U.S.$750,000,000 of capital attributable to the Trust Notes — Series 2015-A, and U.S.$5,001,000 of capital attributable to the Voting Trust Units.

RISK FACTORS

The purchase of Trust Notes — Series 2017-A is subject to certain risks including the following: (i) an investment in Trust Notes — Series 2017-A could be replaced, in certain circumstances without the consent of the holder, by an investment in TCPL Exchange Preferred Shares and holders may in certain circumstances be required to apply interest payable on the Trust Notes — Series 2017-A to acquire TCPL Deferral Preferred Shares; (ii) there can be no assurance that an active trading market in the Trust Notes — Series 2017-A will develop or be sustained or that the Trust Notes — Series 2017-A may be resold at or above the initial public offering price; and (iii) the Trust Indenture does not contain any provision limiting the ability of the Trust to incur indebtedness generally. See "Risk Factors".

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GLOSSARY

In this prospectus, unless the context otherwise requires:

2017 TCPL Sub Notes means the TCPL Sub Notes to be purchased by the Trust with the proceeds of the Offering.

Administration Agreement means the agreement between the Trust and TCPL pursuant to which TCPL, or any successor thereto, serves Administrative Agent to the Trust.

Administrative Agent means TCPL, or any successor thereto, in its capacity as administrative agent to the Trust pursuant to the Administration Agreement.

Annual Information Form means the annual information form of TCPL for the year ended December 31, 2015 dated March 7, 2016.

Assignment and Set-Off Agreement means the agreement to be entered into among the Trust, TCC, TCPL and the Indenture Trustee, as bare trustee and nominee on behalf of the holders of the Trust Notes — Series 2017-A, pursuant to which, among other things, the Deferral Event Subscription is granted.

Automatic Exchange means the automatic exchange of the Trust Notes — Series 2017-A for the right to be issued newly issued TCPL Exchange Preferred Shares upon the occurrence of an Automatic Exchange Event.

Automatic Exchange Event means an event giving rise to the Automatic Exchange, being the occurrence of any one of the following: (i) the making by TCC or TCPL of a general assignment for the benefit of its creditors or a proposal (or the filing of a notice of its intention to do so) under the Bankruptcy and Insolvency Act (Canada); (ii) any proceeding instituted by TCC or TCPL seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or TCPL or any substantial part of its property and assets in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent; (iii) a receiver, interim receiver, trustee or other similar official is appointed over TCC or TCPL or for any substantial part of its property and assets by a court of competent jurisdiction in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent; or (iv) any proceeding is instituted against TCC or TCPL seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or TCPL or any substantial part of its property and assets in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent, and either such proceeding has not been stayed or dismissed within 60 days of the institution of any such proceeding or the actions sought in such proceedings occur (including the entry of an order for relief against TCC or TCPL or the appointment of a receiver, interim receiver, trustee, or other similar official for it or for any substantial part of its property and assets).

Board of Directors means the board of directors of TCPL.

Business Day means a day on which TCPL, the Trustee and the Indenture Trustee are open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or any statutory or civic holiday in the City of Toronto, Ontario, the City of Calgary, Alberta and the City of New York, New York.

Clearing Agency means the Depository Trust Company.

Clearing Agency Procedures mean the customary practices and procedures of the Clearing Agency.

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Closing Date means the date of closing of the Offering which date is expected to be on or about, 2017, or such other date not later than, 2017 as the Trust, TCPL and the Underwriters may agree.

Code means the Internal Revenue Code of 1986, as amended.

CRA means Canada Revenue Agency.

Credit Facility means the U.S.$50,000,000 unsecured credit facility, dated May 19, 2015, between TCPL and the Trust.

Declaration of Trust means the declaration of trust made by the Trustee dated September 16, 2014 to establish the Trust, as amended and restated from time to time.

Deferral Date means a Series 2017-A Interest Payment Date in respect of which a Deferral Event has occurred and is continuing.

Deferral Event in respect of the Series 2017-A Interest Payment Date means either a Missed Dividend Deferral Event or an Other Deferral Event.

Deferral Event Subscription means the right and obligation of TCPL to issue TCPL Deferral Preferred Shares, and the corresponding right and obligation of holders of the Trust Notes — Series 2017-A, pursuant to the Assignment and Set-Off Agreement, to subscribe for TCPL Deferral Preferred Shares, in each case, using interest paid on the Trust Notes — Series 2017-A or the right to receive a payment of interest on the Trust Notes — Series 2017-A upon the occurrence of a Deferral Event.

Deferral Event Subscription Proceeds means the subscription proceeds payable by a holder of the Trust Notes — Series 2017-A to TCPL in connection with a Deferral Event Subscription.

Deferral Event Subscription Proceeds Assignment means the assignment of all right, title and interest to the Deferral Event Subscription Proceeds as described in "Description of the Trust Securities — Trust Notes — Series 2017-A — Deferral Right".

Dividend Declaration Resumption Month means the month following the first day on which, after TCPL Deferral Preferred Shares have been issued, no TCPL Deferral Preferred Shares are outstanding, being the month in which TCPL and TCC may resume declaring dividends on the TCPL Dividend Restricted Shares and TCC Dividend Restricted Shares, respectively.

Dividend Restricted Period means the period from and including a Deferral Date to, but excluding, the first day of the applicable Dividend Declaration Resumption Month.

Dividend Restricted Shares means, collectively, any TCC Preferred Shares or, if no TCC Preferred Shares are then outstanding, the Common Shares of TCC and any TCPL Preferred Shares or, if no TCPL Preferred Shares are then outstanding, the Common Shares of TCPL, being the shares that are subject to the Dividend Stopper Undertaking.

Dividend Stopper Undertaking means the covenant of TCC and TCPL set out in the Assignment and Set-Off Agreement, for the benefit of the holders of the Trust Notes — Series 2017-A, to refrain from declaring dividends of any kind on the Dividend Restricted Shares during the Dividend Restricted Period.

Exchange Time means the time at which the Automatic Exchange will be effective, being 8:00 a.m. (Eastern time) on the date that an Automatic Exchange Event occurs.

Exchange Trustee means CST Trust Company which acts as trustee for the holders of the Trust Notes — Series 2017-A, pursuant to the Share Exchange Agreement or such other successor trustee as may be appointed from time to time pursuant to the Share Exchange Agreement.

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Extraordinary Resolution means (i) the written consent of holders of not less than a majority of the aggregate principal amount of the Trust Notes — Series 2017-A; or (ii) an extraordinary resolution proposed at a meeting of holders of the Trust Notes — Series 2017-A where holders of not less than a majority of the aggregate principal amount of the Trust Notes — Series 2017-A are represented in person or by proxy (or a lesser amount of holders if such meeting has been dissolved and reconvened due to failure to achieve quorum in the manner specified in the Trust Indenture) and passed by the favourable votes of holders of the Trust Notes — Series 2017-A representing not less than 66²/3% of the aggregate principal amount of the Trust Notes — Series 2017-A represented at the meeting.

Guarantor Senior Indebtedness means obligations (other than non-recourse obligations, the obligations under the guarantee of the Trust Notes — Series 2017-A or any other obligations specifically designated as being subordinate in right of payment to Guarantor Senior Indebtedness) of, or guaranteed or assumed by, TCPL for borrowed money or evidenced by bonds, debentures or notes or obligations of TCPL for or in respect of bankers' acceptances (including the face amount thereof), letters of credit and letters of guarantee (including all reimbursement obligations in respect of each of the forgoing) or other similar instruments, and amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation.

Indenture Trustee means CST Trust Company, acting as trustee for the holders of the Trust Notes — Series 2017-A pursuant to the Trust Indenture or such other successor trustee as may be appointed from time to time pursuant to the Trust Indenture.

Ineligible Person means any person whose address is in, or whom the Trust or TCPL or its transfer agent has reason to believe is a resident of, any jurisdiction outside of Canada and the U.S. to the extent that: (i) the issuance or delivery by TCPL or the Trust to such person, upon an Automatic Exchange or Deferral Event, of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares, as applicable, would require TCPL or the Trust to take any action to comply with securities or analogous laws of such jurisdiction; or (ii) withholding tax would be applicable in connection with the delivery to such person of TCPL Exchange Preferred Shares upon an Automatic Exchange.

Issuer Senior Indebtedness means obligations (other than non-recourse obligations, trust notes issued under the Trust Indenture or any other obligations specifically designated as being subordinate in right of payment to Issuer Senior Indebtedness) of, or guaranteed or assumed by, the Trust for borrowed money or evidenced by bonds, debentures or notes or obligations of the Trust for or in respect of bankers' acceptances (including the face amount thereof), letters of credit and letters of guarantee (including all reimbursement obligations in respect of each of the forgoing) or other similar instruments, and amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation.

LIBOR means, for any Series 2017-A Interest Period, the rate for U.S. dollar borrowings appearing on page LIBOR01 of the Reuters Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Trust from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Series 2017-A Interest Period, as the rate for U.S. Dollar deposits with a maturity comparable to such Series 2017-A Interest Period. In the event that such rate is not available at such time for any reason, then "LIBOR" for such Series 2017-A Interest Period shall be the rate at which U.S. dollar deposits of U.S.$5,000,000 and for a maturity comparable to such Series 2017-A Interest Period are offered by the principal London office of an agent selected by the Trust in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Series 2017-A Interest Period.

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MD&A means TCPL's management's discussion and analysis of financial condition and results of operations as at and for the year ended December 31, 2016.

Missed Dividend Deferral Event means the failure of TCPL, other than during a Dividend Restricted Period, to declare cash dividends on TCPL Preferred Shares, if any, consistent with TCPL's dividend practice in effect from time to time with respect to TCPL Preferred Shares, in each case in the last 90 days preceding the commencement of the Series 2017-A Interest Period ending on the day preceding the relevant Series 2017-A Interest Payment Date.

Moody's means Moody's Investors Service, Inc.

Non-Resident Holder has the meaning given to such term under the heading "Certain Canadian Federal Income Tax Considerations".

Offering means the offering of Trust Notes — Series 2017-A by the Trust pursuant to this prospectus and the U.S. registration statement on Form F-10 filed with the SEC of which this prospectus forms a part.

OID means original issue discount.

Other Deferral Event means the election by TCPL, at its sole option, prior to the commencement of the Series 2017-A Interest Period ending on the day preceding the relevant Series 2017-A Interest Payment Date, that the holders of the Trust Notes — Series 2017-A apply interest paid on the Trust Notes — Series 2017-A on the relevant Series 2017-A Interest Payment Date to acquire TCPL Deferral Preferred Shares.

Participants means the participants in the depository service of the Clearing Agency.

Perpetual Preferred Share Rate means the interest rate per annum applicable to the Trust Notes — Series 2017-A, from time to time: (i) in the case of TCPL Exchange Preferred Shares, at the Exchange Time; or (ii) in the case of TCPL Deferral Preferred Shares, on the date of issuance of each series of TCPL Deferral Preferred Shares.

Rating Event means that the Trust or TCPL has received confirmation from S&P or Moody's that due to (i) any amendment to, clarification of, or change in hybrid capital methodology or a change in the interpretation thereof, in each case occurring or becoming effective after the date of issue of the Trust Notes — Series 2017-A; or (ii) the application of a different hybrid capital methodology or set of criteria by S&P or Moody's after the date of issue of the Trust Notes — Series 2017-A (due to any reason other than solely as a result of a decrease in the credit rating previously assigned to the Trust Notes, it being understood that for this purpose a "decrease in the credit rating previously assigned to the Trust Notes" means: (A) in the case of S&P, a rating below BBB; (B) in the case of Moody's, a rating below Baa2; and (C) in the case of a designation by another rating agency, below an equivalent rating), the Trust Notes — Series 2017-A will no longer be eligible for the same or a higher amount of "equity credit" (or such other nomenclature that S&P or Moody's may then use to describe "equity credit") attributed to the Trust Notes — Series 2017-A on the date of issue of the Trust Notes — Series 2017-A.

S&P means S&P Global Ratings, acting through Standard & Poor's Ratings Services (Canada), a business unit of S&P Global Canada Corp.

SEC means the United States Securities and Exchange Commission.

Securities Act means the United States Securities Act of 1933, as amended.

Series 2017-A Interest Payment Date means, prior to and including , 2027, and , and after , 2027, , , and , of each such year during which any Trust Notes — Series 2017-A are outstanding.

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Series 2017-A Interest Period means, initially, the period from and including the Closing Date to, but excluding,, 2017 and thereafter from and including each Series 2017-A Interest Payment Date to, but excluding, the next following Series 2017-A Interest Payment Date.

Series 2017-A Interest Reset Date means , 2027 and every , , , and thereafter until , 2077 on which dates the interest rate on the Trust Notes — Series 2017-A will be reset.

Share Exchange Agreement means the share exchange agreement to be entered into on the Closing Date among the Trust, TCPL and the Exchange Trustee providing for, among other things, the respective rights and obligations of the Trust, TCPL and the holders of the Trust Notes — Series 2017-A with respect to the automatic exchange of Trust Notes — Series 2017-A for rights to be issued TCPL Exchange Preferred Shares upon an Automatic Exchange.

Subscription Agreements means the agreements entered into on December 15, 2014 and May 19, 2015 between TCPL and the Trust pursuant to which TCPL directly or indirectly subscribed for Voting Trust Units.

Subscription Right means the right granted by TCPL to the Trust pursuant to the Share Exchange Agreement to subscribe for TCPL Exchange Preferred Shares for the sole benefit of the holders of the Trust Notes — Series 2017-A so as to enable the Trust to redeem the Trust Notes — Series 2017-A, if any, remaining outstanding and that are not owned by TCPL or an affiliate of TCPL following an Automatic Exchange Event for TCPL Exchange Preferred Shares.

Tax Act means the Income Tax Act (Canada).

Tax Event means the Trust, TCC or TCPL has received an opinion of independent counsel of a nationally recognized law firm in Canada or the U.S. experienced in such matters (who may be counsel to the Trust, TCC or TCPL) to the effect that, as a result of, (i) any amendment to, clarification of, or change (including any announced prospective change) in, the laws, or any regulations thereunder, or any application or interpretation thereof, of Canada or the U.S. or any political subdivision or taxing authority thereof or therein, affecting taxation; (ii) any judicial decision, administrative pronouncement, published or private ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule, notice, announcement, assessment or reassessment) (collectively, an "administrative action"); or (iii) any amendment to, clarification of, or change in, the official position with respect to or the interpretation of any administrative action or any interpretation or pronouncement that provides for a position with respect to such administrative action that differs from the theretofore generally accepted position, in each of case (i), (ii) or (iii), other than an amendment, clarification, change, administrative action, interpretation or pronouncement that would deny or limit the deductibility of interest for U.S. tax purposes, and in each of case (i), (ii) or (iii), by any legislative body, court, governmental authority or agency, regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification, change, administrative action, interpretation or pronouncement is made known, which amendment, clarification, change or administrative action is effective or which interpretation, pronouncement or administrative action is announced on or after the date of issue of the Trust Notes — Series 2017-A, there is more than an insubstantial risk (assuming any proposed or announced amendment, clarification, change, interpretation, pronouncement or administrative action is effective and applicable) that (A) the Trust, TCC or TCPL is, or may be, subject to more than a de minimus amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Trust Notes — Series 2017-A (including the treatment by the Trust, TCC or TCPL of interest on the 2017 TCPL Sub Notes or the Trust Notes — Series 2017-A) or the treatment of the 2017 TCPL Sub Notes or other property of the Trust, as or as would be reflected in any tax return or form filed, to be filed, or

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otherwise could have been filed, will not be respected by a taxing authority, (B) the Trust is, or will be, subject to more than a de minimus amount of taxes, duties or other governmental charges or civil liabilities, or (C) any payment of interest, consideration or otherwise in respect of the 2017 TCPL Sub Notes or Trust Notes — Series 2017-A gives rise to more than a de minimus amount of withholding tax for the Trust, TCC or TCPL and/ or that results in the requirement to pay more than a de minimus amount of Additional Amounts (as defined herein).

Tax Proposals means all specific proposals to amend the Tax Act and the regulations thereunder publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this prospectus.

TCC means TransCanada Corporation, a corporation existing under the Canada Business Corporations Act.

TCC Common Shares means the common shares of TCC.

TCC Preferred Shares means any preferred shares of TCC.

TCPL, we, us, our or the Corporation means TransCanada PipeLines Limited, a corporation existing under the Canada Business Corporations Act.

TCPL Common Shares means the common shares of TCPL.

TCPL Deferral Preferred Shares means each series of first preferred shares of TCPL, as authorized by the Board of Directors, to be issued to holders of the Trust Notes — Series 2017-A in respect of each Deferral Event.

TCPL Exchange and Deferral Preferred Shares means, collectively, the TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares.

TCPL Exchange Preferred Shares means the applicable series of first preferred shares of TCPL, as authorized by the Board of Directors, to be issued by TCPL following an Automatic Exchange under the Share Exchange Agreement.

TCPL Preferred Shares means the preferred shares of TCPL (including the TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares).

TCPL Senior Indebtedness means obligations (other than non-recourse obligations, the TCPL Sub Notes or any other obligations specifically designated as being subordinate in right of payment to TCPL Senior Indebtedness) of, or guaranteed or assumed by, TCPL for borrowed money or evidenced by bonds, debentures or notes or obligations of TCPL for or in respect of bankers' acceptances (including the face amount thereof), letters of credit and letters of guarantee (including all reimbursement obligations in respect of each of the forgoing) or other similar instruments, and amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation.

TCPL Sub Note Interest Payment Date means, prior to and including , 2027, and , and, after , 2027, , , and , of each such year during which any 2017 TCPL Sub Notes are outstanding.

TCPL Sub Note Interest Period means, initially, the period from and including the Closing Date to but excluding, 2017 and thereafter from and including each TCPL Sub Note Interest Payment Date to, but excluding, the next following TCPL Sub Notes Interest Payment Date.

TCPL Sub Note Interest Reset Date means , 2027 and every , , , and thereafter until , 2077 on which dates the interest rate on the 2017 TCPL Sub Notes will be reset.

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TCPL Sub Note Purchase Agreement means the purchase agreement to be entered into between TCPL and the Trust on or about the Closing Date providing for the purchase by the Trust of the 2017 TCPL Sub Notes.

TCPL Sub Note Trust Indenture means the trust indenture entered into between TCPL and Computershare Trust Company of Canada on May 20, 2015 providing for the issuance of the TCPL Sub Notes, as supplemented by a third supplemental sub note indenture (the "Third Supplemental Sub Note Indenture") to be entered into on the Closing Date among TCPL and Computershare Trust Company of Canada, as amended, restated or supplemented from time to time.

TCPL Sub Notes means the junior subordinated unsecured notes issued by TCPL from time to time to the Trust pursuant to the TCPL Sub Note Trust Indenture in order to generate funds for payment of the principal, interest, the redemption price and the amount payable on purchase for cancellation, if any, and any other amounts, in respect of the Trust's debt securities, including the Trust Notes — Series 2017-A.

Trust means TransCanada Trust, the issuer of the Trust Securities.

Trust Assets means the TCPL Sub Notes and any other cash, securities and other property held by the Trustee on behalf of the Trust from time to time.

Trust Indenture means the trust indenture entered into on May 20, 2015 between the Trust and the Indenture Trustee, providing for the issuance of debt securities by the Trust, as supplemented by a third supplemental indenture (the "Third Supplemental Indenture") to be entered into on the Closing Date among the Trust, TCPL, and the Indenture Trustee, and as amended, restated or supplemented from time to time.

Trust Notes — Series 2017-A means the Trust Notes — Series 2017-A of the Trust, representing subordinated unsecured debt obligations, due , 2077 to be issued by the Trust to investors pursuant to the Offering.

Trust Securities means, collectively, the Trust Notes — Series 2017-A, the Trust Notes — Series 2016-A, the Trust Notes — Series 2015-A and the Voting Trust Units.

Trustee means Valiant Trust Company as trustee of the Trust or such other successor trustee as may be appointed from time to time pursuant to the Declaration of Trust.

Underwriters means Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, , , and.

Underwriting Agreement means the agreement dated , 2017 between the Trust, TCPL and the Underwriters.

U.S. Person has the meaning set out under the Securities Act.

Voting Trust Units mean the voting trust units issued by the Trust to TCPL or affiliates of TCPL.

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RISK FACTORS

Investment in the Trust Notes — Series 2017-A is subject to various risks including those risks affecting TCPL inherent in the pipeline, energy and natural gas storage industries. You should consider carefully the risk factors contained in and incorporated by reference in this prospectus.

Discussions of certain risk factors affecting TCPL in connection with its business are provided in the annual and interim and other disclosure documents filed with the various securities regulatory authorities, which are incorporated by reference in this prospectus.

Risks Related to the Trust Notes — Series 2017-A

Dependence on Performance of TCPL and TCC

The purchase of Trust Notes — Series 2017-A involves risk with respect to the performance of TCPL and TCC. An investment in Trust Notes — Series 2017-A could be replaced in certain circumstances without the consent of the holder, by an investment in TCPL Exchange Preferred Shares and holders may in certain circumstances, including at the option of TCPL, be required to apply interest payable on the Trust Notes — Series 2017-A to acquire TCPL Deferral Preferred Shares. An investment in TCPL equity capital is subject to certain risks that are distinct from the risks associated with an investment in the Trust.

In the event of decline in the performance of TCPL or TCC or TCPL or TCC becoming insolvent or bankrupt or resolving to wind-up or liquidate or being ordered wound-up or liquidated or the occurrence of any other event constituting an Automatic Exchange Event, the Trust Notes — Series 2017-A will be automatically exchanged for rights to be issued TCPL Exchange Preferred Shares, which will be immediately and automatically exercised, without the consent of the holders thereof, which shares would be an investment in TCPL and not in the Trust. As a result, holders of the Trust Notes — Series 2017-A could become shareholders of TCPL at a time when TCPL's and/or TCC's financial condition is deteriorating or when TCPL and/or TCC has become insolvent or bankrupt or resolved to wind-up or has been ordered wound-up or liquidated or upon the occurrence of any other event constituting an Automatic Exchange Event. In addition, if there is a Deferral Event, holders of the Trust Notes — Series 2017-A will be paid interest on the applicable Deferral Date but will not receive cash as interest payable on Trust Notes — Series 2017-A will be applied on behalf of holders of Trust Notes — Series 2017-A to acquire TCPL Deferral Preferred Shares. In the event of a liquidation of TCPL, the claims of creditors of TCPL would be entitled to a priority of payment over the claims of holders of equity interests such as the TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares. See "Risks Related in an Investment in TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares — Insolvency or Winding Up".

Rights only as an Equity Holder in the Event of Insolvency

If TCPL were to become insolvent or bankrupt or resolved to wind-up or was ordered wound-up or liquidated after the Automatic Exchange or if the Automatic Exchange were to occur after the insolvency of TCPL, the holders of the TCPL Exchange Preferred Shares may receive, if anything, substantially less than the holders of the Trust Notes — Series 2017-A would have received had the Trust Notes — Series 2017-A not been so exchanged. In the event of the occurrence of the Automatic Exchange, with the result that the holder of a Trust Note Series 2017-A receives a right to receive TCPL Exchange Preferred Shares in exchange for such Trust Note Series 2017-A and ultimately TCPL Exchange Preferred Shares, such holder shall thereupon cease to have any direct claim or entitlement with respect to the assets of the Trust or under the guarantee by TCPL and the only claim or entitlement of such holder will be in its capacity as a shareholder of TCPL. Holders of the Trust Notes — Series 2017-A will individually be bound by the Automatic Exchange, acting through the Exchange Trustee, on the basis contemplated by the Share Exchange Agreement. In addition, holders

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of TCPL Deferral Preferred Shares, if any, would also be subject to these risks in respect of their TCPL Deferral Preferred Shares. Potential investors in the Trust Notes — Series 2017-A should carefully consider the description of TCPL set forth under "TCPL". See also "Description of the Trust Securities — Trust Notes — Series 2017-A — Automatic Exchange" and "Risks Related in an Investment in TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares — Insolvency or Winding Up".

Dependence on Payments on the TCPL Sub Notes

Although the obligations of the Trust are guaranteed on an unsecured subordinated basis by TCPL, the ability of the Trust to make timely payments on the Trust Notes — Series 2017-A is dependent on TCPL making the corresponding payments on the TCPL Sub Notes. Other than the TCPL Sub Notes, the Trust is not expected to have other significant assets available to satisfy its obligations on the Trust Notes — Series 2017-A.

Liquidity of and Dealings in Trust Notes — Series 2017-A

It is not expected that Trust Notes — Series 2017-A will be listed on any stock exchange. This may affect the pricing of the Trust Notes — Series 2017-A in the secondary market, the transparency and availability of trading prices, and the liquidity of the Trust Notes — Series 2017-A. There can be no assurance that an active trading market will develop or be sustained or that the Trust Notes — Series 2017-A may be resold at or above the initial public offering price. The ability of a holder to pledge Trust Notes — Series 2017-A or otherwise take action with respect to such holder's interest in Trust Notes — Series 2017-A (other than through a Participant) may be limited due to the lack of a physical certificate.

Dependence Upon TCPL and its Affiliates and Potential Conflicts of Interest

The Trust will be dependent on the diligence and skill of the employees of TCPL, as Administrative Agent. In addition, potential conflicts of interest may arise between the Trust and TCPL and its affiliates. See "The Trust — Activities of the Trust" and "Interests of TCPL and its Affiliates in Material Transactions". The Administrative Agent may also delegate or subcontract all or a portion of its obligations under the Administration Agreement to one or more affiliates, and under certain conditions to non-affiliates, involved in the business of managing assets such as the Trust Assets. In the event that the Administrative Agent delegates or subcontracts its obligations in such a manner, the Trust will be dependent upon the subcontractor to provide services. See "The Trust — The Administrative Agent".

Subordination

The Trust's obligations under the Trust Notes — Series 2017-A (and TCPL's obligations under its guarantee of the Trust Notes — Series 2017-A and TCPL's obligations under the TCPL Sub Notes) are subordinated in right of payment to all of the Trust's (TCPL's) current and future senior indebtedness (including TCPL's outstanding senior notes and other senior indebtedness), other than non-recourse obligations or any other obligations specifically designated as being subordinate in right of payment to such senior indebtedness. This means that the Trust (and TCPL) will not be permitted to make any payments on the Trust Notes — Series 2017-A (or under TCPL's guarantee of the Trust Notes — Series 2017-A or on the TCPL Sub Notes) if the Trust (TCPL) defaults on a payment of principal or interest on any such senior indebtedness or there shall occur an event of default under such senior indebtedness and the Trust (TCPL) does not cure the default within the applicable grace period, if the holders of the senior indebtedness have the right to accelerate the maturity of such indebtedness or if the terms of such senior indebtedness otherwise restrict the Trust (TCPL) from making payments to junior creditors. See "Description of the Trust Securities — Trust Notes — Series 2017-A —

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Subordination", "Description of the Trust Securities — Trust Notes — Series 2017-A — Guarantee by TCPL" and "Description of the 2017 TCPL Sub Notes — Priority of the 2017 TCPL Sub Notes".

Due to these subordination provisions, in the event of the Trust's (or TCPL's) insolvency, funds that the Trust (or TCPL) would otherwise use to make payments under the Trust Notes — Series 2017-A (or under TCPL's guarantee thereof) will be used to pay the holders of the indebtedness ranking senior in right of payment to the Trust Notes — Series 2017-A (or under TCPL's guarantee thereof) to the extent necessary to pay such senior indebtedness in full. As a result of those payments, the holders of such senior indebtedness may recover more, ratably, than holders of the Trust Notes — Series 2017-A. In addition, the holders of such senior indebtedness may under certain circumstances restrict or prohibit the Trust (or TCPL) from making payments on the Trust Notes — Series 2017-A (or under TCPL's guarantee thereof).

In addition to the contractual subordination described above, the payment of principal and interest on the Trust Notes — Series 2017-A will be structurally subordinated to all indebtedness and other obligations of any subsidiaries of the Trust, and the payment of principal and interest under TCPL's guarantee of the Trust Notes — Series 2017-A will be structurally subordinated to all indebtedness and other obligations of TCPL's subsidiaries.

TCPL's indebtedness as of December 31, 2016 was approximately $33.6 billion, all of which would be senior in right of payment to TCPL's guarantee of the Trust Notes — Series 2017-A and to the TCPL Sub Notes. As of December 31, 2016, TCPL's subsidiaries had approximately $7.5 billion of outstanding indebtedness that effectively ranks senior to TCPL's guarantee of the Trust Notes — Series 2017-A and to the TCPL Sub Notes.

Furthermore, in the event of an insolvency or liquidation of TCPL, the claims of creditors of TCPL would be entitled to a priority payment over the claims of holders of equity interests of TCPL, such as the TCPL Exchange Preferred Shares and TCPL Deferred Shares. See "Risks Related to the Trust Notes — Series 2017-A — Rights only as an Equity Holder in Event of Insolvency" and "Risks Related to an Investment in TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares — Insolvency or Winding-up".

No Limit on Debt

Although the Trust does not intend to issue any additional securities other than Voting Trust Units, additional Trust Notes or other subordinated debt securities, the Trust Indenture does not contain any provision limiting the Trust's ability to incur indebtedness generally. Any such indebtedness could rank in priority to the Trust Notes — Series 2017-A. In addition, the Trust Indenture does not limit the incurrence of indebtedness by TCPL, and TCPL's current indebtedness and any future indebtedness of TCPL rank in priority to TCPL's guarantee of the Trust Notes — Series 2017-A and the 2017 TCPL Sub Notes. TCPL currently has substantial indebtedness and the Trust and TCPL may incur substantial additional indebtedness in the future.

Early Redemption

Upon the occurrence of a Tax Event or a Rating Event, TCPL may cause the Trust to redeem all (but not less than all) of the Trust Notes — Series 2017-A at a redemption price equal to par (in the case of a Tax Event) and par plus $20 (in the case of a Rating Event) plus accrued and unpaid interest to the date fixed for redemption. This redemption right may, depending on prevailing market conditions at the time, create reinvestment risk for holders of the Trust Notes — Series 2017-A in that they may be unable to find a suitable replacement investment with a comparable return to the Trust Notes — Series 2017-A.

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Interest in Respect of Deferral Events

On each Series 2017-A Interest Payment Date in respect of which a Deferral Event has occurred, interest payable on Trust Notes — Series 2017-A will be applied on behalf of holders of Trust Notes — Series 2017-A to acquire TCPL Deferral Preferred Shares. This interest will be required to be included in such holder's income. See "Certain Canadian Federal Income Tax Considerations — Trust Notes — Series 2017-A — Interest on the Trust Notes — Series 2017-A". In addition, for U.S. federal tax purposes, during any deferral period, the Trust Notes — Series 2017-A will be treated as issued with OID (as defined herein) at the time of such deferral and all interest due after such deferral will be treated as OID. Consequently, a U.S. Holder of Trust Notes — Series 2017-A would be required to include OID in its gross income even though the Trust would not make any actual cash payments to the holders of Trust Notes — Series 2017-A during a deferral period. See "Certain U.S. Federal Income Tax Considerations — Interest on the Trust Notes — Series 2017-A".

Ratings

Credit ratings may not reflect all risks associated with an investment in the Trust Notes — Series 2017-A. Any credit ratings applied to the Trust Notes — Series 2017-A are an assessment of TCPL's and the Trust's ability to pay their respective obligations. Consequently, real or anticipated changes in the credit ratings will generally affect the market value of the Trust Notes — Series 2017-A. The credit ratings, however, may not reflect the potential impact of risks related to structure, market or other factors discussed herein on the value of the Trust Notes — Series 2017-A. There is no assurance that any credit rating assigned to the Trust Notes — Series 2017-A will remain in effect for any given period of time or that any rating will not be lowered or withdrawn entirely by the relevant rating agency.

Risks Related to an Investment in TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares

Ratings of TCPL Preferred Shares

The credit ratings, if any, applied to the TCPL Exchange and Deferral Preferred Shares are an assessment of TCPL's ability to pay its obligations. The credit ratings are based on certain assumptions about the future performance and capital structure of TCPL that may or may not reflect the actual performance or capital structure of TCPL. Changes in credit ratings of the TCPL Exchange and Deferral Preferred Shares may affect the market price or value and the liquidity of the TCPL Exchange and Deferral Preferred Shares. There is no assurance that any credit rating will be assigned to the TCPL Exchange and Deferral Preferred Shares, or that any credit rating assigned to the TCPL Exchange and Deferral Preferred Shares will remain in effect for any given period of time, or that any rating will not be lowered or withdrawn entirely by the relevant rating agency.

Dividends

Holders of TCPL Exchange and Deferral Preferred Shares do not have a right to dividends on such shares unless declared by the Board of Directors. The declaration of dividends is in the discretion of the Board of Directors even if TCPL has sufficient funds, net of its liabilities, to pay such dividends. TCPL may not declare or pay a dividend if there are reasonable grounds for believing that (i) TCPL is, or would after the payment be, unable to pay its liabilities as they become due, or (ii) the realizable value of TCPL's assets would thereby be less than the aggregate of its liabilities and stated capital of its outstanding shares. Liabilities of TCPL will include those arising in the course of its business, indebtedness, including inter-company debt, and amounts, if any, that are owing by TCPL under guarantees in respect of which a demand for payment has been made. In addition, a dividend (including a deemed dividend) received on TCPL Exchange and Deferral Preferred Shares may be

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subject to Canadian non-resident withholding tax and, if any such dividends are so subject, no additional amounts will be payable to holders of TCPL Exchange and Deferral Preferred Shares in respect of such withholding tax. See "Certain Canadian Federal Income Tax Considerations — TCPL Exchange and Deferral Preferred Shares — Dividends".

Insolvency or Winding-Up

The TCPL Exchange and Deferral Preferred Shares do not constitute indebtedness and are equity capital of TCPL which rank junior to all indebtedness and other non-equity claims and equally with the other first preferred shares of TCPL, if any, in the event of an insolvency or winding-up of TCPL. If TCPL becomes insolvent or is wound up, TCPL's assets must be used to pay liabilities and other debt before payments may be made on the TCPL Exchange and Deferral Preferred Shares and other first preferred shares, if any.

No Fixed Maturity

The TCPL Exchange and Deferral Preferred Shares do not have a fixed maturity date and are not redeemable at the option of the holders of the TCPL Exchange and Deferral Preferred Shares. The ability of a holder to liquidate its holdings of TCPL Exchange and Deferral Preferred Shares may be limited.

Voting Rights

Holders of TCPL Exchange and Deferral Preferred Shares will not have any voting rights except in the event of the non-payment of six quarterly dividends as described under "Description of TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares — Voting Rights" or otherwise required by law.

Secondary Market and Liquidity

There can be no assurance that an active trading market will develop for the TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares following the issuance of any of those shares, or if developed, that such a market will be liquid or sustained at the issue price of such shares. TCPL is under no obligation to list the TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares on any stock exchange or other market.

The ability of a holder to pledge TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares or otherwise take action with respect to such holder's interest therein (other than through a Participant) may be limited due to the lack of a physical certificate.

Market Value

The market value of the TCPL Exchange and Deferral Preferred Shares may fluctuate due to a variety of factors relative to TCPL's business, including announcements of new developments, fluctuations in TCPL's operating results, sales of TCPL Preferred Shares, failure to meet analysts' expectations, the impact of various tax laws or rates and general market conditions or the worldwide economy. More specifically, as a result of the 2016 U.S. presidential election and the related change in political agenda, coupled with the transition of administration, there is uncertainty as to the position the United States will take with respect to world affairs and events. This uncertainty may include issues such as U.S. support for existing treaty and trade relationships with other countries, including Canada. There can be no assurance that the market value of the TCPL Exchange and Deferral Preferred Shares will not experience significant fluctuations in the future, including fluctuations that are unrelated to TCPL's performance. Prevailing yields on similar securities will affect the market value of the TCPL Exchange and Deferral Preferred Shares. Assuming all other factors remain unchanged, the market

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value of the TCPL Exchange and Deferral Preferred Shares would be expected to decline as prevailing yields for similar securities rise and would be expected to increase as prevailing yields for similar securities decline. Spreads over LIBOR and comparable benchmark rates of interest for similar securities will also affect the market value of the TCPL Exchange and Deferral Preferred Shares in an analogous manner. In addition, the market value of the TCPL Exchange and Deferral Preferred Shares will be significantly adversely affected in the event that dividends are not paid on such shares. See "Risks Related to an Investment in TCPL Exchange Preferred Shares or TCPL Preferred Shares — Dividends".

THE TRUST

General

The Trust's head office is located at 450 – 1st Street S.W., Calgary, Alberta, T2P 5H1.

The Trust is not a trust company and does not carry on business as a trust company and, accordingly, the Trust is not registered under the trust company legislation of any jurisdiction. The Trust Notes — Series 2017-A are not "deposits" within the meaning of the Canada Deposit Insurance Corporation Act (Canada) and are not insured under the provisions of that act or any other legislation.

Activities of the Trust

The Trust's objective is to acquire and hold the Trust Assets that will generate funds for payment of principal, interest, the redemption price and the amounts payable on purchase for cancellation, if any, and any other amounts, in respect of its debt securities, including the Trust Notes — Series 2017-A. The Trust Assets primarily consist of the TCPL Sub Notes. Each TCPL Sub Note is a junior subordinated unsecured obligation of TCPL. The Trust may also acquire and hold other assets, including money, debt obligations and contractual rights in respect of the activities and operations of the Trust from time to time.

Capitalization

Immediately after the issuance by the Trust of the Trust Notes — Series 2017-A pursuant to the Offering, and the purchase by the Trust of the 2017 TCPL Sub Notes the Trust will have approximately U.S.$3,250,000,000 in Trust Assets, U.S.$1,250,000,000 of capital attributable to the Trust Notes — Series 2017-A, U.S.$1,200,000,000 of capital attributable to the Trust Notes — Series 2016-A, U.S.$750,000,000 of capital attributable to the Trust Notes — Series 2015-A and U.S.$5,001,000 of capital attributable to the Voting Trust Units. See "Capitalization of the Trust" and "Risk Factors".

Conflicts of Interest

Due to the nature of the Trust's relationship with TCPL and its affiliates, it is possible that conflicts of interest will arise with respect to certain transactions, including the Trust's acquisition of Trust Assets from TCPL and/or its affiliates. See "Interests of TCPL and its Affiliates in Material

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Transactions" and "Principal Holders of Securities". It is the Trust's policy that the terms of any financial dealings with TCPL or any of its affiliates will be consistent with those available from third parties.

Conflicts of interest between the Trust and TCPL and its affiliates may also arise in connection with actions taken by TCPL, as direct or indirect holder of the Voting Trust Units. It is intended that any agreements and transactions between the Trust, on the one hand, and TCPL and its affiliates, on the other hand, including the Administration Agreement, the Assignment and Set-Off Agreement and the Share Exchange Agreement, will be fair to the parties and consistent with market terms for such types of transactions. However, there can be no assurance that any such agreement or transaction will be on terms as favourable to the Trust as would have been obtained from unaffiliated third parties.

The Administrative Agent

The Trustee has entered into an agreement (the "Administration Agreement") with TCPL, pursuant to which the Trustee has delegated to TCPL certain of its obligations in relation to the administration of the Trust. TCPL, in its role as administrative agent under the Administration Agreement (the "Administrative Agent") will, at the request of the Trustee, administer the day-to-day operations of the Trust and perform such other matters as may be requested by the Trustee from time to time. The Administrative Agent may, from time to time, delegate or sub-contract all or a portion of its obligations under the Administration Agreement to one or more of its qualified affiliates. The Administrative Agent will not, in connection with the delegation or sub-contracting of any of such obligations, be discharged or relieved in any respect from its obligations under the Administration Agreement. The Administrative Agent will be entitled to receive an annual administration fee.

The Administration Agreement has an initial 10-year term and will be automatically renewed each year thereafter subject to the right of the Trustee to replace the Administrative Agent and/or terminate the Administration Agreement at any time upon written notice if performance of the Administrative Agent's duties is not permitted by law; the Administrative Agent ceases to be resident in Canada for purposes of the Tax Act; the Trustee is directed to do so by holders of Voting Trust Units; or upon the occurrence of one or more events generally related to the failure of the Administrative Agent to perform its obligations under the Administration Agreement in a proper and timely manner which is not remedied within 90 days of notice.

Liquidity

The Trust will only borrow funds from TCPL or its affiliates pursuant to the Credit Facility and will use borrowed funds only for the purposes of ensuring liquidity in the normal course of the Trust's activities and to facilitate the payment by the Trust of its expenses including the expenses of the Offering.

Certain Continuous Disclosure Requirements

The Trust is a reporting issuer in the provinces of Alberta and Ontario, and may in future become a reporting issuer in other provinces and territories of Canada where such concept exists. As such, the Trust is required, among other things, to make continuous disclosure filings with applicable Canadian securities regulatory authorities; however, the Trust relies on available exemptions for issuers that have issued debt securities guaranteed by a parent credit supporter that allows it to rely on and file TCPL's interim unaudited and annual audited financial statements, annual information form, management information circular (if any) and other continuous disclosure documents required to be filed by TCPL from time to time. So long as this exemption is applicable, the Trust will not be required to file interim unaudited and annual audited financial statements, including management's discussion and analysis of the financial condition and results of operation of the Trust, interim and annual certificates signed by

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the chief executive officer and chief financial officer, an information circular or an annual information form of the Trust, and holders of the Trust Notes — Series 2017-A will not receive such financial statements and other continuous disclosure documents of the Trust. It is expected, however, that the Trust will remain subject to the requirement to file material change reports in the event of any material change in the affairs of the Trust. The Trust will also file these documents with the SEC on EDGAR until such time as it is eligible to cease reporting with the SEC.

CONSOLIDATING SUMMARY FINANCIAL INFORMATION

The table below contains consolidated financial information as at and for the years ended December 31, 2016 and 2015 for (i) TCPL, (ii) the Trust, (iii) TCPL's subsidiaries, other than the Trust, on a combined basis, (iv) consolidating adjustments and (v) TCPL and all of its subsidiaries on a consolidated basis. This summary financial information should be read in conjunction with TCPL's annual audited consolidated financial statements for the years ended December 31, 2016 and 2015, which are incorporated by reference in this prospectus.

For the years ended and as at December 31, 2016 and 2015⁽¹⁾

	TCPL⁽²⁾					Subsidiaries of TCPL other than the Trust⁽³⁾				Consolidating adjustments⁽⁴⁾						TCPL (consolidated)⁽⁵⁾					The Trust⁽⁶⁾ (millions of Canadian dollars)

(in billions of Canadian dollars, except the Trust)	2016		2015			2016		2015		2016			2015			2016		2015			2016		2015
Revenues		1.7		1.8			11.8		9.0		(1.0	)		0.5			12.5		11.3			95.5		36.5
Net income attributable to controlling interests		0.3		(1.1	)		0.4		0.1		(0.4	)		(0.1	)		0.3		(1.1	)		3.5		2.6

Current assets		0.5		1.7			8.6		4.1		(1.0	)		0.6			8.1		6.4			52.7		15.2
Non-current assets		65.9		53.1			90.2		61.7		(76.3	)		(54.4	)		79.8		60.5			2,618.3		1,038.0
Current liabilities		7.9		4.7			3.8		3.3		(1.7	)		(0.3	)		10.0		7.7			46.7		9.2
Non-current liabilities		33.8		29.8			57.9		38.1		(38.5	)		(29.1	)		53.2		38.9			2,618.3		1,038.0

(1): The consolidating summary financial information presented in this table is unaudited and does not give effect to the offering of Trust Notes — Series 2017-A or any other transactions subsequent to the dates shown. TCPL's independent auditors have not performed a review of this consolidating summary financial information.
(2): TCPL is presenting the above on the basis of accounting for investments in all its subsidiaries using the equity method.
(3): These columns account for all direct and indirect subsidiaries of TCPL on a combined basis.
(4): These columns include the necessary amounts to eliminate the intercompany balances and transactions between TCPL and its subsidiaries and other adjustments to arrive at the information for TCPL on a consolidated basis for each respective period.
(5): TCPL (consolidated) is presented in accordance with U.S. GAAP.
(6): The Trust's financial results are not consolidated into TCPL's financial statements under U.S. GAAP and, as such, the Trust is not included in the consolidated financial results of TCPL in the above tables.

USE OF PROCEEDS

The gross proceeds to the Trust from the Offering of U.S.$1,250,000,000 in respect of the Trust Notes — Series 2017-A will be used to acquire the 2017 TCPL Sub Notes from TCPL. TCPL, in turn, intends to use the proceeds from the issue of the 2017 TCPL Sub Notes for general corporate purposes and to reduce short term indebtedness of TCPL and its affiliates, which short term indebtedness was used to fund TCPL's capital program and for general corporate purposes. TCPL may invest the funds that it does not immediately require in short term marketable debt securities. The Offering will provide TCPL with a cost-effective means of raising capital which qualifies for Basket "C" equity treatment by Moody's and for "Intermediate Equity Credit" by S&P.

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CAPITALIZATION OF THE TRUST

The following table sets forth the capitalization of the Trust as of the date of this prospectus and as adjusted to reflect the closing of the Offering.

	Outstanding as at February 24, 2017 (in thousands of U.S. dollars)		Outstanding as at February 24, 2017 after giving effect to the Offering⁽¹⁾ (in thousands of U.S. dollars)

Trust Notes — Series 2017-A	U.S.$	—	U.S.$	1,250,000
Trust Notes — Series 2016-A		1,200,000		1,200,000
Trust Notes — Series 2015-A		750,000		750,000
Voting Trust Units		5,001		5,001
Original Settlement Amount		1		1

Trust Capital	U.S.$	1,955,001	U.S.$	3,205,001

(1): Issue costs including the Underwriters' fee are estimated to be U.S.$ .

TCPL

General

TCPL operates in three core businesses — Natural Gas Pipelines, Liquids Pipelines and Energy. As a result of our acquisition of Columbia on July 1, 2016 and the pending monetization of the U.S. Northeast power business, we have determined that a change in our operating segments is appropriate. Accordingly, we consider ourselves to be operating in the following segments: Canadian Natural Gas Pipelines, U.S. Natural Gas Pipelines, Mexico Natural Gas Pipelines, Liquids Pipelines and Energy. This provides information that is aligned with how management decisions about our business are made and how performance of our business is assessed. We also have a non-operational Corporate segment consisting of corporate and administrative functions that provide governance and other support to our operational business segments.

TCPL's principal subsidiaries as of December 31, 2015 are indicated in the diagram under the heading "TransCanada PipeLines Limited — Intercorporate Relationships" in the Annual Information Form. All of the outstanding common shares of TCPL are owned by TCC. As described in the MCR and the BAR, on July 1, 2016, TCPL indirectly acquired all of the outstanding shares of Columbia.

Consolidated Capitalization

There have been no material changes in the share and loan capital of TCPL, on a consolidated basis, since December 31, 2016.

Use of Proceeds

TCPL intends to use the proceeds from the issue of the 2017 TCPL Sub Notes for general corporate purposes and to reduce short term indebtedness of TCPL and its affiliates, which short term indebtedness was used to fund TCPL's capital program and for general corporate purposes. TCPL may invest the funds that it does not immediately require in short term marketable debt securities. The Offering will provide TCPL with a cost-effective means of raising capital which qualifies for Basket "C" equity treatment by Moody's and for "Intermediate Equity Credit" by S&P.

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Earnings Coverage

Period Ended December 31, 2015

The following financial ratios have been calculated on a consolidated basis for the 12-month period ended December 31, 2015 and are based on audited and unaudited financial information. The following financial ratios give pro forma effect to the Acquisition on the same basis as in the unaudited pro forma condensed consolidated statement of income of the Corporation for the year ended December 31, 2015 included as Schedule D to the BAR and to the issuance of and related use of proceeds of the following: U.S.$400 million principal amount of 3.125% senior notes due 2019 on January 27, 2016 (the "January 2016 3.125% Senior Notes"), U.S.$850 million principal amount of 4.875% senior notes due 2026, on January 27, 2016 (the "January 2016 4.875% Senior Notes" and, collectively with the January 2016 3.125% Senior Notes, the "January 2016 Notes"), $300 million principal amount of 3.69% medium term notes due 2023, on June 6, 2016 (the "June 2016 3.69% Notes"), $700 million principal amount of 4.35% medium term notes due 2046, on June 6, 2016 (the "June 2016 4.35% Notes" and, collectively with the June 2016 3.69% Notes, the "June 2016 Notes"), the drawdown of an aggregate principal amount of U.S.$6.9 billion by TCPL and TransCanada Pipeline USA Ltd. under the Acquisition Credit Facilities (defined herein) and the subsequent repayment of U.S.$3.7 billion thereunder (the "Acquisition Credit Facilities Transactions"), U.S.$1.2 billion principal amount of 6.125% (reset quarterly starting August 11, 2026) subordinated notes due 2076 (the "2016 TCPL Sub Notes") on August 15, 2016 and the 2017 TCPL Sub Notes as described in this prospectus and the intended use of proceeds therefrom based on a reasonable estimate of the PREP information (as such term is defined in National Instrument 44-103 Post-Receipt Pricing ("NI 44-103")) (such adjustments, collectively the "Post-December 31, 2015 Adjustments"). Adjustments for other normal course issuances and repayments of long-term debt subsequent to December 31, 2015, would not materially affect the ratios and, as a result, have not been made.

		Giving *Pro Forma* effect to the Acquisition December 31, 2015

Earnings coverage on long-term debt and current liabilities		0.4 times⁽¹⁾
Supplemental coverage ratio: earnings coverage on long-term debt, current liabilities excluding non-cash impairment charges for Keystone XL and related projects		2.0 times⁽²⁾⁽³⁾

(1): TCPL's interest requirements for the 12 months ended December 31, 2015 after giving pro forma effect to the Acquisition and the Post-December 31, 2015 Adjustments amounted to approximately $2.328 billion. TCPL's earnings before interest expense and income tax for the 12-month period ended December 31, 2015 were approximately $0.895 billion, which is 0.4 times such pro forma interest requirements for the period.
(2): Excludes the non-cash impairment charges for Keystone XL and related projects of $3.686 billion (pre tax). This supplemental coverage ratio is therefore based on a financial measure that is a non-GAAP financial measure and does not have the standardized meaning of "earnings" as prescribed by Form 44-101F1 — Short Form Prospectus ("44-101F1") and therefore may not be comparable to similar measures presented by other entities. This measure should not be construed as an alternative to the prescribed ratios based off of "earnings" as defined in 44-101F1.
(3): TCPL's interest requirements for the 12 months ended December 31, 2015 after giving pro forma effect to the Acquisition and the Post-December 31, 2015 Adjustments and excluding the non-cash impairment charges for Keystone XL and related projects amounted to approximately $2.328 billion. TCPL's earnings before interest expense and income tax for the 12-month period ended December 31, 2015 were approximately $4.581 billion, which is 2.0 times such pro forma interest requirements for the period.

Period ended March 31, 2016

The following financial ratios have been calculated on a consolidated basis for the 3-month period ended March 31, 2016 and are based on unaudited financial information. The following financial ratios

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give pro forma effect to the Acquisition on the same basis as in the unaudited pro forma condensed consolidated statement of income of the Corporation for the three months ended March 31, 2016 included as Schedule D to the BAR and to the issuance and related use of proceeds of the June 2016 Notes, the Acquisition Credit Facilities Transactions, the 2016 TCPL Sub Notes and the 2017 TCPL Sub Notes as described in this prospectus and the intended use of proceeds therefrom based on a reasonable estimate of the PREP information (as such term is defined in NI 44-103) (such adjustments, collectively the "Post-March 31, 2016 Adjustments"). Adjustments for other normal course issuances and repayments of long-term debt subsequent to March 31, 2016, would not materially affect the ratios and, as a result, have not been made.

		Giving *Pro Forma* effect to the Acquisition March 31, 2016

Earnings coverage on long-term debt and current liabilities		1.7 times⁽¹⁾

(1): TCPL's interest requirements for the 3 months ended March 31, 2016 after giving pro forma effect to the Acquisition and the Post-March 31, 2016 Adjustments amounted to approximately $0.547 billion. TCPL's earnings before interest expense and income tax for the 3-month period ended March 31, 2016 were approximately $0.948 billion, which is 1.7 times such pro forma interest requirements for the period.

Period Ended December 31, 2016

The following financial ratios for TCPL have been calculated on a consolidated basis for the 12-month period ended December 31, 2016 and are based on unaudited and audited financial information. The following financial ratios give pro forma effect to the repayment of U.S.$500 million under the Acquisition Credit Facilities on February 8, 2017 and the issuance of the 2017 TCPL Sub Notes as described in this prospectus and the intended use of proceeds therefrom based on a reasonable estimate of the PREP information (as such term is defined in NI 44-103)(collectively, the "Post December 31, 2016 Adjustments"). Adjustments for other normal course issuances and repayments of long-term debt subsequent to December 31, 2016 would not materially affect the ratios and, as a result, have not been made.

		December 31, 2016

Earnings coverage on long-term debt and current liabilities		1.1 times⁽¹⁾
Supplemental coverage ratio: earnings coverage on long-term debt and current liabilities excluding non-cash impairment charges for Ravenswood goodwill and Assets Held for Sale at December 31, 2016		1.9 times⁽²⁾⁽³⁾

(1): TCPL's interest requirements for the 12 months ended December 31, 2016 after giving pro forma effect to the Post-December 31, 2016 Adjustments amounted to approximately $2.306 billion. TCPL's earnings before interest expense and income tax for the 12-month period ended December 31, 2016 were approximately $2.541 billion, which is 1.1 times such pro forma interest requirements for the period.
(2): Excludes the non-cash impairment charges for Ravenswood goodwill and Assets Held for Sale at December 31, 2016 of $1.914 billion (pre tax). This supplemental coverage ratio is therefore based on a financial measure that is a non-GAAP financial measure and does not have the standardized meaning of "earnings" as prescribed by 44-101F1 and therefore may not be comparable to similar measures presented by other entities. This measure should not be construed as an alternative to the prescribed ratios based off of "earnings" as defined in 44-101F1.
(3): TCPL's interest requirements for the 12 months ended December 31, 2016 after giving pro forma effect to the Post-December 31, 2016 Adjustments and excluding the impairment charges for Ravenswood goodwill and Assets Held for Sale at December 31, 2016 amounted to approximately $2.306 billion. TCPL's earnings before interest expense and income tax for the 12-month period ended December 31, 2016 were approximately $4.455 billion, which is 1.9 times such pro forma interest requirements for the period.

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DESCRIPTION OF THE TRUST SECURITIES

Trust Notes — Series 2017-A

The following is a summary of the rights, privileges, restrictions, obligations and conditions attaching to the Trust Notes — Series 2017-A and certain provisions of the Trust Indenture and related agreements. This summary is qualified in its entirety by the provisions of the Trust Indenture and such related agreements. A copy of the Trust Indenture and such related agreements may be inspected during normal business hours at the principal office of the Administrative Agent in Calgary, Alberta, during the course of the distribution of the Trust Notes — Series 2017-A. Following closing of the Offering, a copy of the Trust Indenture and such related agreements will be available on SEDAR at www.sedar.com.

Holders of the Trust Notes — Series 2017-A shall have no recourse to the assets of the Trustee in connection with any payments in respect of the Trust Notes — Series 2017-A. For information concerning the TCPL Exchange Preferred Shares into which the Trust Notes — Series 2017-A are, in certain circumstances, exchangeable as described under "— Automatic Exchange" below, see "Description of TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares". For information concerning the TCPL Deferral Preferred Shares, which in certain circumstances holders of the Trust Notes — Series 2017-A will be required to purchase with interest or the right to receive a payment of interest on the Trust Notes — Series 2017-A as described under "— Deferral Right" below, see "Description of TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares".

Interest and Maturity

From the Closing Date to , 2027, the Trust will pay interest on the Trust Notes — Series 2017-A in equal semi-annual installments on and of each year to the persons in whose name the Trust Notes — Series 2017-A are registered at the close of business on the preceding or , respectively. Notwithstanding the foregoing, assuming the Trust Notes — Series 2017-A are issued on , 2017, the first interest payment on the Trust Notes — Series 2017-A on , 2017 will be in the amount of U.S.$ per U.S.$1,000 principal amount of Trust Notes — Series 2017-A. Starting on , 2027, the Trust will pay interest on the Trust Notes — Series 2017-A on every , , and of each year during which the Trust Notes — Series 2017-A are outstanding thereafter until , 2077 to the persons in whose name the Trust Notes — Series 2017-A are registered at the close of business on the preceding , , or , respectively (each such semi-annual or quarterly date, as applicable, a "Series 2017-A Interest Payment Date").

From the Closing Date to, but excluding, , 2027, the interest rate on the Trust Notes — Series 2017-A will be fixed at % per annum, payable in arrears. Starting on , 2027, and on every , , and of each year during which the Trust Notes — Series 2017-A are outstanding thereafter until , 2077 (each such date, a "Series 2017-A Interest Reset Date"), the interest rate on the Trust Notes — Series 2017-A will be reset as follows: (i) starting on , 2027, on every Series 2017-A Interest Reset Date, until , 2047, the interest rate on the Trust Notes — Series 2017-A will be reset at an interest rate per annum equal to the three month LIBOR plus %, payable in arrears, with the first payment at such rate being on , 2027, and (ii) starting on , 2047, on every Series 2017-A Interest Reset Date, until , 2077, the interest rate on the Trust Notes — Series 2017-A will be reset on each Series 2017-A Interest Reset Date at an interest rate per annum equal to the three month LIBOR plus %, payable in arrears, with the first payment at such rate being on , 2047.

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Interest for each Series 2017-A Interest Period from the Closing Date to, but excluding, , 2027, will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest for each Series 2017-A Interest Period from , 2027 to , 2077 will be calculated on the basis of the actual number of days elapsed during each such Series 2017-A Interest Period and a 360-day year. For the purposes of disclosure under the Interest Act (Canada), and without affecting the interest payable on the Trust Notes — Series 2017-A, whenever the interest rate on the Trust Notes — Series 2017-A is to be calculated on the basis of a period of less than a calendar year, the yearly interest rate equivalent for such interest rate will be the interest rate multiplied by the actual number of days in the relevant calendar year and divided by the number of days used in calculating the specified interest rate.

If a Series 2017-A Interest Payment Date falls on a day that is not a Business Day, the Series 2017-A Interest Payment Date will be postponed to the next Business Day, and no further interest will accrue in respect of such postponement.

Specified Denominations

The Trust Notes — Series 2017-A will be issued only in minimum denominations of U.S.$1,000 and integral multiples thereof.

Deferral Right

On each Series 2017-A Interest Payment Date in respect of which a Deferral Event has occurred (each a "Deferral Date"), holders of the Trust Notes — Series 2017-A will be required to apply interest payable thereon to acquire TCPL Deferral Preferred Shares. A new series of TCPL Deferral Preferred Shares will be issued in respect of each Deferral Date. The subscription amount of each TCPL Deferral Preferred Share will be an amount equal to U.S.$1,000 and the number of TCPL Deferral Preferred Shares subscribed for in respect of the Trust Notes — Series 2017-A on each Deferral Date (including fractional shares, if applicable) will be calculated by dividing the amount of the interest payment on the Trust Notes — Series 2017-A on the applicable Deferral Date by U.S.$1,000. For greater certainty, whether or not a Deferral Event has occurred in respect of a particular Series 2017-A Interest Payment Date will be determined prior to the commencement of the Series 2017-A Interest Period ending on the day immediately preceding such Series 2017-A Interest Payment Date.

A Deferral Event for the Trust Notes — Series 2017-A will occur in circumstances where: (i) TCPL has failed to declare cash dividends on all of the outstanding TCPL Preferred Shares, if any, consistent with TCPL's dividend practice in effect from time to time with respect to TCPL Preferred Shares (other than a failure to declare dividends on such shares during a Dividend Restricted Period) in each case in the last 90 days preceding the commencement of the Series 2017-A Interest Period ending on the day preceding the relevant Series 2017-A Interest Payment Date (a "Missed Dividend Deferral Event"); or (ii) TCPL elects, at its sole option, prior to the commencement of the Series 2017-A Interest Period ending on the day preceding the relevant Series 2017-A Interest Payment Date, that holders of the Trust Notes — Series 2017-A apply interest paid on such Trust Notes — Series 2017-A on the relevant Series 2017-A Interest Payment Date to acquire TCPL Deferral Preferred Shares (an "Other Deferral Event"). There is no limit on the number of Deferral Events that may occur.

The issuance of TCPL Deferral Preferred Shares upon the occurrence of any Deferral Event will be effected pursuant to the Assignment and Set-Off Agreement, whereby: (i) TCPL assigns, transfers and conveys to the Trust all of its right, title and interest in the subscription proceeds (the "Deferral Event Subscription Proceeds") payable to TCPL in connection with the Deferral Event Subscription

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(the "Deferral Event Subscription Proceeds Assignment"); (ii) the Trust agrees that on each TCPL Sub Note Interest Payment Date that is a Deferral Date, the interest payable to the Trust by TCPL on such TCPL Sub Note Interest Payment Date pursuant to the 2017 TCPL Sub Notes shall have been satisfied to the extent of an amount equal to the aggregate Deferral Event Subscription Proceeds payable by holders of the Trust Notes — Series 2017-A in connection with the TCPL Deferral Preferred Shares issued on such Deferral Date pursuant to the Deferral Event Subscription Proceeds Assignment and TCPL shall only be required to pay cash to the Trust in an amount equal to the excess of the interest payable by TCPL pursuant to the 2017 TCPL Sub Notes on such TCPL Sub Note Interest Payment Date over the amount of such Deferral Event Subscription Proceeds; and (iii) the Indenture Trustee, on behalf of holders of the Trust Notes — Series 2017-A, agrees that on each Series 2017-A Interest Payment Date that is a Deferral Date, without any further action being required by TCPL, the Trust or holders of the Trust Notes — Series 2017-A, the right of the holders of the Trust Notes — Series 2017-A to receive the interest thereon in respect of the relevant Series 2017-A Interest Payment Date shall be automatically set-off against their obligation to pay the cash subscription price for the TCPL Deferral Preferred Shares to the Trust, as assignee, without any payment of cash by the Trust in respect of the interest or by the holders in respect of the subscription price. As a result, pursuant to the Assignment and Set-Off Agreement, a holder's entitlement in the case of a Deferral Event on a Series 2017-A Interest Payment Date is to the delivery of the TCPL Deferral Preferred Shares.

In acting pursuant to the Assignment and Set-Off Agreement, TCPL shall promptly create, issue and distribute such number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) as are issuable pursuant to the Deferral Event Subscription. If any TCPL Deferral Preferred Shares require registration or qualification with or approval of or the filing of any document, including any prospectus or similar document, or the taking of any proceeding with or the obtaining of any order, ruling, approval or consent from any governmental or regulatory authority under any applicable Canadian or U.S. law before such TCPL Deferral Preferred Shares may be issued and delivered by TCPL in connection with a Deferral Event, TCPL shall in good faith, expeditiously take all such actions and do all such things as are necessary to cause such TCPL Deferral Preferred Shares to be duly registered, qualified or approved as and to the extent required for such purpose pursuant to such applicable laws.

Upon a Deferral Event, TCPL reserves the right not to issue TCPL Deferral Preferred Shares to an Ineligible Person. In such circumstances, the Indenture Trustee will hold all TCPL Deferral Preferred Shares that would otherwise be delivered to Ineligible Persons, as agent for Ineligible Persons, and the Indenture Trustee will deliver such shares to a broker retained by TCPL for the purpose of effecting the sale (to parties other than TCPL and its affiliates or other Ineligible Persons) on behalf of such Ineligible Persons of such TCPL Deferral Preferred Shares. Such sales, if any, may be made at any time and any price. Neither TCPL, the Trust nor the Indenture Trustee will be subject to any liability for failing to sell TCPL Deferral Preferred Shares on behalf of any such Ineligible Persons or at any particular price on any particular day. The net proceeds received by the Indenture Trustee from the sale of any TCPL Deferral Preferred Shares will be divided among the Ineligible Persons in proportion to the number of TCPL Deferral Preferred Shares that would otherwise have been deliverable to them, after deducting the costs of sale and any applicable withholding taxes. The Indenture Trustee will make payment of the aggregate net proceeds to the Clearing Agency (if the Trust Notes — Series 2017-A are then held in the book-entry only system) or to the registrar and transfer agent (in all other cases) for distribution to such Ineligible Persons in accordance with the Clearing Agency Procedures or otherwise.

As a precondition to the delivery of any certificate or other evidence of issuance representing any TCPL Deferral Preferred Shares or related rights following a Deferral Event, TCPL may require the Trust to obtain from any Holder of Trust Notes — Series 2017-A (and persons holding Trust Notes — Series 2017-A represented by such Holder of Trust Notes — Series 2017-A) a declaration, in form and

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substance satisfactory to TCPL, confirming compliance with any applicable regulatory requirements to establish that such Holder of Trust Notes — Series 2017-A is not, and does not represent, an Ineligible Person.

Dividend Stopper Undertaking

Pursuant to the Assignment and Set-Off Agreement, TCC and TCPL will covenant for the benefit of holders of the Trust Notes — Series 2017-A that, in the event of a Deferral Event, in the period commencing on the relevant Deferral Date to, but excluding, the first day of the applicable Dividend Declaration Resumption Month: (i) neither TCC nor TCPL will declare dividends of any kind on any of the Dividend Restricted Shares, as applicable; and (ii) neither TCC, TCPL nor any subsidiary of TCC or TCPL may redeem any Dividend Restricted Shares (other than TCPL Deferral Preferred Shares) or make any payment to holders of any of the Dividend Restricted Shares in respect of dividends not declared or paid on such Dividend Restricted Shares (other than, for greater certainty, accrued and unpaid dividends on TCPL Deferral Preferred Shares that are redeemed), and neither TCC nor TCPL nor any subsidiary of TCC or TCPL may purchase any Dividend Restricted Shares. It is in the interest of TCPL and TCC to ensure, to the extent within their control, that the Trust pays the interest to holders of the Trust Notes — Series 2017-A in cash on each Series 2017-A Interest Payment Date so as to avoid triggering the Dividend Stopper Undertaking.

Automatic Exchange

The Trust Notes — Series 2017-A, including accrued and unpaid interest thereon, will be exchanged automatically (the "Automatic Exchange"), without the consent of the holders thereof, for the right to be issued newly issued TCPL Exchange Preferred Shares upon the occurrence of: (i) the making by TCC or TCPL of a general assignment for the benefit of its creditors or a proposal (or the filing of a notice of its intention to do so) under the Bankruptcy and Insolvency Act (Canada), (ii) any proceeding instituted by TCC or TCPL seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or TCPL or any substantial part of its property and assets in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent, (iii) a receiver, interim receiver, trustee or other similar official is appointed over TCC or TCPL or for any substantial part of its property and assets by a court of competent jurisdiction in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent; or (iv) any proceeding is instituted against TCC or TCPL seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or TCPL or any substantial part of its property and assets in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent, and either such proceeding has not been stayed or dismissed within 60 days of the institution of any such proceeding or the actions sought in such proceedings occur, including the entry of an order for relief against TCC or TCPL or the appointment of a receiver, interim receiver, trustee, or other similar official for it or for any substantial part of its property and assets.

TCPL will mail written notice of the occurrence of the Automatic Exchange Event to the Trustee within 10 days of such event. Following the Automatic Exchange, holders of the Trust Notes — Series 2017-A immediately prior to the Automatic Exchange shall automatically cease to have any claim or entitlement to interest or principal against the Trust or any other rights as holders of Trust Notes — Series 2017-A, including under the guarantee by TCPL.

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The TCPL Exchange Preferred Shares will carry the right to receive fixed quarterly cumulative preferential cash dividends, if, as and when declared by the Board of Directors, subject to the Canada Business Corporations Act, at the Perpetual Preferred Share Rate, subject to any applicable withholding tax. See "Description of TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares".

The Automatic Exchange shall occur at the Exchange Time and will be effected pursuant to the terms of the Share Exchange Agreement. As of the Exchange Time, each holder of Trust Notes — Series 2017-A shall have exchanged and transferred to TCPL all of such holder's right, title and interest in and to its Trust Notes — Series 2017-A and shall thereupon automatically cease to be a holder thereof and all rights of such holder as a debtholder of the Trust (including under the guarantee by TCPL) shall automatically cease and such person shall therefrom be for all purposes entitled to a right to be issued TCPL Exchange Preferred Shares, which right shall be immediately and automatically exercised. Upon such exercise, holders of the Trust Notes — Series 2017-A will receive one TCPL Exchange Preferred Share for each U.S.$1,000 principal amount of Trust Notes — Series 2017-A previously held together with the number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on the Trust Notes — Series 2017-A, by U.S.$1,000. Holders of the Trust Notes — Series 2017-A will individually be bound by the Automatic Exchange, acting through the Exchange Trustee, on the basis contemplated by the Share Exchange Agreement.

If, following the occurrence of an Automatic Exchange Event, for any reason, any Trust Notes — Series 2017-A remain outstanding and not owned by TCPL or an affiliate of TCPL, the Trust will redeem each U.S.$1,000 principal amount of Trust Notes — Series 2017-A not so exchanged for TCPL Exchange Preferred Shares for consideration consisting of one TCPL Exchange Preferred Share together with the number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on the Trust Notes — Series 2017-A from the immediately preceding Series 2017-A Interest Payment Date to, but excluding, the date the Automatic Exchange Event occurs, by U.S.$1,000. Each holder of Trust Notes — Series 2017-A so redeemed shall automatically cease to be a holder thereof and all rights of such holder as a debtholder of the Trust will automatically cease and such person shall therefrom be entitled only to the right to be issued TCPL Exchange Preferred Shares. It shall not be necessary for the Trust, in such circumstances, to provide any prior written notice of redemption to holders of the Trust Notes — Series 2017-A. The Trust will acquire the TCPL Exchange Preferred Shares required by it for purposes of such redemption, if any, from TCPL pursuant to the Subscription Right.

Upon an Automatic Exchange of the Trust Notes — Series 2017-A for the right to receive TCPL Exchange Preferred Shares and the exercise of such right, TCPL reserves the right not to issue TCPL Exchange Preferred Shares to Ineligible Persons. In such circumstances, the Indenture Trustee will hold all TCPL Exchange Preferred Shares that would otherwise be delivered to Ineligible Persons, as agent for Ineligible Persons, and the Indenture Trustee will deliver such shares to a broker retained by TCPL for the purpose of effecting the sale (to parties other than TCPL, its affiliates or other Ineligible Persons) on behalf of such Ineligible Persons of such TCPL Exchange Preferred Shares. Such sales, if any, may be made at any time and any price. Neither TCPL, the Trust nor the Indenture Trustee will be subject to any liability for failing to sell TCPL Exchange Preferred Shares on behalf of any such Ineligible Persons or at any particular price on any particular day. The net proceeds received by the Indenture Trustee from the sale of any such TCPL Exchange Preferred Shares will be divided among the Ineligible Persons in proportion to the number of TCPL Exchange Preferred Shares that would otherwise have been deliverable to them, after deducting the costs of sale and any applicable withholding taxes. The Indenture Trustee will make payment of the aggregate net proceeds to the Clearing Agency (if the Trust Notes — Series 2017-A are then held in the book-entry only system) or to the registrar and transfer agent (in all other cases) for distribution to such Ineligible Persons in accordance with the Clearing Agency Procedures or otherwise.

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As a precondition to the delivery of any certificate or other evidence of issuance representing any TCPL Exchange Preferred Shares or related rights following an Automatic Exchange, TCPL may require the Trust to obtain from any Holder of Trust Notes — Series 2017-A (and persons holding Trust Notes — Series 2017-A represented by such Holder of Trust Notes — Series 2017-A) a declaration, in form and substance satisfactory to TCPL, confirming compliance with any applicable regulatory requirements to establish that such Holder of Trust Notes — Series 2017-A is not, and does not represent, an Ineligible Person.

As the events that give rise to an Automatic Exchange are bankruptcy and related events, it is in the interests of TCPL to ensure that an Automatic Exchange does not occur, although the events that could give rise to an Automatic Exchange, namely the occurrence of an Automatic Exchange Event, may be beyond TCPL's control.

Trust Redemption Right

On or after , 2027, the Trust may, at its option, or at the direction of TCPL, on giving not more than 60 nor less than 30 days' notice to the holders of the Trust Notes — Series 2017-A, redeem the Trust Notes — Series 2017-A, in whole at any time or in part from time to time on any Series 2017-A Interest Payment Date. The redemption price per U.S.$1,000 principal amount of Trust Notes — Series 2017-A redeemed on any Series 2017-A Interest Payment Date will be par, together with accrued and unpaid interest to, but excluding, the date fixed for redemption. The redemption price payable by the Trust will be paid from the redemption proceeds it receives from TCPL upon the redemption of 2017 TCPL Sub Notes. Trust Notes — Series 2017-A redeemed in this regard shall be cancelled and shall not be reissued.

In the event that TCPL causes the Trust to redeem the Trust Notes — Series 2017-A, or in the event TCPL or any of its subsidiaries or other affiliates purchase any of the Trust Notes — Series 2017-A, TCPL and its subsidiaries or other affiliates intend (without thereby assuming a legal obligation) to do so only to the extent the aggregate redemption or purchase price is equal to or less than the net proceeds, if any, received by TCPL or TCC from new issuances by TCPL or TCC or a subsidiary or affiliate of TCPL or TCC (including the Trust) during the period commencing on the 360th calendar day prior to the date of such redemption or purchase of securities which are assigned by S&P at the time of sale or issuance, an aggregate "equity credit" (or such similar nomenclature used by S&P from time to time) that is equal to or greater than the "equity credit" assigned to the Trust Notes — Series 2017-A to be redeemed or repurchased at the time of their issuance (but taking into account any changes in hybrid capital methodology or another relevant methodology or the interpretation thereof since the issuance of the Trust Notes — Series 2017-A), unless: (i) the issuer credit rating assigned by S&P to TCPL is at least A — (or such similar nomenclature then used by S&P or Moody's) and TCPL is comfortable that such rating would not fall below this level as a result of such redemption or purchase, or (ii) in the case of a purchase (x) such repurchase is of less than 10% of the aggregate principal amount of the Trust Notes — Series 2017-A originally issued in any period of 12 consecutive months or (y) a maximum of 25% of the aggregate principal amount of the Trust Notes — Series 2017-A originally issued in any period of 10 consecutive years is purchased, or (iii) the Trust Notes — Series 2017-A are not assigned an "equity credit" (or such similar nomenclature then used by S&P at the time of such redemption or purchase), or (iv) the Trust Notes — Series 2017-A are redeemed pursuant to a Rating Event (to the extent it is triggered by a change of methodology at S&P), or a Tax Event, or (v) such redemption or purchase occurs on or after , 2047.

Redemption on Rating Event or Tax Event

The Trust may, at its option, on giving not more than 60 nor less than 30 days' notice to the holders of the Trust Notes — Series 2017-A, redeem all (but not less than all) of the Trust Notes — Series 2017-A upon the occurrence of a Rating Event or a Tax Event. The redemption price per

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U.S.$1,000 principal amount of Trust Notes — Series 2017-A will be equal to par (in the case of a Tax Event) and par plus $20 (in the case of a Rating Event), together with accrued and unpaid interest to but excluding the date fixed for redemption. Trust Notes — Series 2017-A redeemed by the Trust shall be cancelled and shall not be reissued.

Purchase for Cancellation

The Trust Notes — Series 2017-A may be purchased, in whole or in part, by the Trust, at the direction of TCPL, in the open market or by tender or private contract. Trust Notes — Series 2017-A purchased by the Trust shall be cancelled and shall not be reissued. The purchase price payable by the Trust will be paid in cash. It is anticipated that the purchase price would be par or slightly below par.

Subordination

The Trust Notes — Series 2017-A will be direct unsecured subordinated obligations of the Trust. The payment of principal and interest on the Trust Notes — Series 2017-A, to the extent provided in the Trust Indenture, will be subordinated in right of payment to the prior payment in full of all present and future Issuer Senior Indebtedness, and will be effectively subordinated to all indebtedness and obligations of any subsidiaries of the Trust.

The subordination provisions and the event of default provisions of the Trust Notes — Series 2017-A as described herein are not likely to be relevant to the holders of the Trust Notes — Series 2017-A in their capacity as creditors of the Trust since, upon the occurrence of an Automatic Exchange Event, the Automatic Exchange provisions of the Trust Notes — Series 2017-A will result in the Trust Notes — Series 2017-A being automatically exchanged for the right to be issued TCPL Exchange Preferred Shares effective as of the Exchange Time. See "Risk Factors — Risks Related to the Trust Notes — Series 2017-A".

Events of Default

An event of default in respect of the Trust Notes — Series 2017-A will occur only if the Trust or TCPL (i) resolves to wind-up or liquidate or is ordered wound-up or liquidated (other than in respect of a transaction of the kind permitted under "— Merger, Consolidation, Sale, Lease or Conveyance" below or in the event of any other dissolution of it, by operation of law) or (ii) makes a general assignment for the benefit of its creditors, or otherwise acknowledges its insolvency, becomes insolvent or is declared bankrupt or consents to the institution of bankruptcy or insolvency proceedings against it under any bankruptcy, insolvency or analogous laws or if a custodian, sequestrator, liquidator, receiver, receiver and manager or any other officer with similar powers is appointed of it or of its property or any part thereof which is, in the opinion of the Indenture Trustee, a substantial part thereof.

The event of default provisions of the Trust Notes — Series 2017-A described herein are not likely to be relevant to holders of the Trust Notes — Series 2017-A in their capacity as creditors of the Trust since the Automatic Exchange provisions of the Trust Notes — Series 2017-A will result in the Trust Notes — Series 2017-A being exchanged for the right to be issued TCPL Exchange Preferred Shares effective as of the Exchange Time. See "— Automatic Exchange" and "Risk Factors".

If an event of default has occurred and is continuing, and the Trust Notes — Series 2017-A have not already been automatically exchanged for the right to be issued TCPL Exchange Preferred Shares, the Indenture Trustee may, in its discretion and shall upon the request of holders of not less than one-quarter of the principal amount of Trust Notes — Series 2017-A then outstanding under the Trust Indenture, declare the principal of and interest on all outstanding Trust Notes — Series 2017-A to be immediately due and payable. There will be no right of acceleration in the case of a default in the performance of any covenant of the Trust or TCPL in the Trust Indenture, although a legal action could be brought to enforce such covenant.

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Rights on Termination of the Trust

The Trust may only be terminated with the approval of the holder of the Voting Trust Units and may only be terminated if no Trust Notes — Series 2017-A are outstanding or if all Trust Notes — Series 2017-A are held by TCPL or any of its affiliates. The holders of the Trust Notes — Series 2017-A will not be entitled to initiate proceedings for the termination of the Trust.

TCPL will not approve the termination of the Trust unless the Trust has sufficient funds to pay the redemption price of the Trust Notes — Series 2017-A.

Guarantee by TCPL

TCPL will guarantee, on a subordinated basis, the due and punctual payment of the principal amount of and interest on (including, in case of default, interest on the amount in default) the Trust Notes — Series 2017-A and performance by the Trust of all the Trust's obligations to the holders of the Trust Notes — Series 2017-A pursuant to the Share Exchange Agreement and the Assignment and Set-Off Agreement. The payment of principal and interest under TCPL's guarantee of the Trust Notes — Series 2017-A, to the extent provided in the Indenture, will be subordinated in right of payment to the prior payment in full of all present and future Guarantor Senior Indebtedness, and will be effectively subordinated to all indebtedness and obligations of TCPL's subsidiaries.

Additional TCPL Covenants

In addition to the Dividend Stopper Undertaking, TCPL will covenant for the benefit of the holders of the Trust Notes — Series 2017-A, pursuant to the Share Exchange Agreement or the Assignment and Set-Off Agreement, as the case may be, that:

(i): all of the outstanding Voting Trust Units will be held at all times, directly or indirectly, by TCPL;
(ii): as long as any Trust Notes — Series 2017-A are outstanding and held by any person other than TCPL or an affiliate of TCPL, TCPL will not take any action to cause the termination of the Trust;
(iii): TCPL will not create or issue any TCPL Preferred Shares which, in the event of insolvency or winding-up of TCPL, would rank in right of payment in priority to the TCPL Exchange Preferred Shares or the TCPL Deferral Preferred Shares;
(iv): TCPL will not assign or otherwise transfer its obligations under the Share Exchange Agreement or the Assignment and Set-Off Agreement, except in the case of a merger, consolidation, amalgamation or reorganization or a sale of substantially all of the assets of TCPL;
(v): if the Trust Notes — Series 2017-A have not been exchanged for rights to be issued TCPL Exchange Preferred Shares following the Automatic Exchange, TCPL will not, without the approval by Extraordinary Resolution of the holders of the Trust Notes — Series 2017-A, amend, delete or vary any terms attaching to the TCPL Exchange Preferred Shares other than amendments, deletions or variations which do not negatively impact future holders of TCPL Exchange Preferred Shares and amendments that relate to the preferred shares of TCPL as a class; and
(vi): prior to the issuance of any TCPL Deferral Preferred Shares in respect of a Deferral Event, TCPL will not, without the approval by Extraordinary Resolution of the holders of the Trust Notes — Series 2017-A, amend, delete or vary any terms attaching to the TCPL Deferral Preferred Shares other than amendments, deletions or variations which do not negatively

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impact future holders of TCPL Deferral Preferred Shares and amendments that relate to the preferred shares of TCPL as a class.

Issue of TCPL Exchange and Deferral Preferred Shares in Connection with Automatic Exchange and Deferral Event

All corporate action necessary to authorize TCPL to issue TCPL Exchange and Deferral Preferred Shares pursuant to the terms of the Trust Notes — Series 2017-A will be completed prior to the closing of the Offering.

Share Exchange Agreement

On the Closing Date, TCPL, the Trust and the Exchange Trustee, as trustee for the holders of the Trust Notes — Series 2017-A, will enter into the Share Exchange Agreement providing for the grant of certain rights and obligations relating to the Automatic Exchange. Pursuant to the Share Exchange Agreement, TCPL will grant to the Exchange Trustee for the benefit of the holders of the Trust Notes — Series 2017-A the right to exchange such Trust Notes — Series 2017-A for the right to be issued TCPL Exchange Preferred Shares upon an Automatic Exchange and the Exchange Trustee on behalf of the holders of the Trust Notes — Series 2017-A will grant to TCPL the right to exchange such Trust Notes — Series 2017-A for the right to be issued TCPL Exchange Preferred Shares upon an Automatic Exchange. Holders of the Trust Notes — Series 2017-A will individually be bound by the Automatic Exchange, acting through the Exchange Trustee, on the basis contemplated by the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, TCPL will covenant to take or refrain from taking certain actions so as to ensure that holders of the Trust Notes — Series 2017-A will receive the benefit of the Automatic Exchange, including obtaining the approval by Extraordinary Resolution of holders of the Trust Notes — Series 2017-A to any amendment to the provisions of the TCPL Exchange Preferred Shares (other than any amendments relating to the TCPL Preferred Shares as a class). See "— Additional TCPL Covenants" above.

Assignment and Set-Off Agreement

On the Closing Date, TCPL, TCC, the Trust and the Indenture Trustee, as bare trustee and nominee for and on behalf of the holders of the Trust Notes — Series 2017-A, will enter into the Assignment and Set-Off Agreement providing for the Dividend Stopper Undertaking and the grant of certain rights and obligations relating to the Deferral Event Subscription.

Capital Reorganizations and Amalgamations

If there is a capital reorganization, merger or amalgamation or sale of substantially all the assets of TCPL or a comparable transaction affecting the TCPL Exchange Preferred Shares, the Share Exchange Agreement will provide that holders of the Trust Notes — Series 2017-A will be entitled to receive, pursuant to the Automatic Exchange provisions, after the capital reorganization, merger or amalgamation or sale of substantially all the assets of TCPL or a comparable transaction affecting the TCPL Exchange Preferred Shares, the number of TCPL Exchange Preferred Shares or other securities or consideration of TCPL or of a corporation resulting, surviving or continuing from the capital reorganization, merger or amalgamation or sale of substantially all the assets of TCPL or a comparable transaction affecting the TCPL Exchange Preferred Shares, that such holder would have received had its Trust Notes — Series 2017-A been exchanged, pursuant to the Automatic Exchange, for TCPL Exchange Preferred Shares immediately prior to the record date of the capital reorganization, merger or amalgamation or sale of substantially all the assets of TCPL or a comparable transaction affecting the TCPL Exchange Preferred Shares.

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If there is a capital reorganization, merger or amalgamation or sale of substantially all the assets of TCPL or a comparable transaction affecting the TCPL Deferral Preferred Shares, the Assignment and Set-Off Agreement will provide that holders of the Trust Notes — Series 2017-A will be entitled to receive, upon a Deferral Event, after the capital reorganization, merger or amalgamation or sale of substantially all the assets of TCPL or a comparable transaction affecting the TCPL Deferral Preferred Shares, the number of TCPL Deferral Preferred Shares or other securities or consideration of TCPL or of a corporation resulting, surviving or continuing from the capital reorganization, merger or amalgamation or sale of substantially all the assets of TCPL or a comparable transaction affecting the TCPL Deferral Preferred Shares, that such holder would have received had the TCPL Deferral Preferred Shares been issued immediately prior to the record date of the capital reorganization, merger or amalgamation or sale of substantially all the assets of TCPL or a comparable transaction affecting the TCPL Deferral Preferred Shares.

Merger, Consolidation, Sale, Lease or Conveyance

The Trust Indenture provides that neither the Trust nor TCPL will merge, amalgamate or consolidate with any other person and will not sell, lease or convey all or substantially all its assets to any person, unless the Trust or TCPL, as applicable, shall be the continuing person, or unless the successor corporation or person that acquires all or substantially all the assets of the Trust or TCPL, as applicable, shall expressly assume all of the covenants to be performed and conditions to be observed by the Trust or TCPL, as applicable, under the Trust Indenture, and unless immediately after such merger, amalgamation, consolidation, sale, lease or conveyance, the Trust or TCPL, as applicable, such person or such successor corporation shall not be in default in the performance of the covenants and conditions of such Trust Indenture to be performed or observed by the Trust or TCPL, as applicable.

If such successor corporation or person that acquires all or substantially all the assets of the Trust or TCPL is organized under the laws of a jurisdiction other than the laws of Canada or any province of territory thereof or the United States, any state thereof or the District of Columbia, such successor corporation or person shall assume the Trust's or TCPL's obligations, as the case may be, under the Indenture to pay Additional Amounts, with the name of such successor jurisdiction being included in addition to Canada in each place that Canada appears in "Payment of Additional Amounts".

Payment of Additional Amounts

All payments made by or on account of any obligation of the Trust under or with respect to the Trust Notes — Series 2017-A, or by or on account of any obligation of TCPL under or with respect to its guarantee of the Trust Notes — Series 2017-A, shall be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter, "Canadian Taxes"), unless the Trust or TCPL is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the Trust or TCPL is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Trust Notes — Series 2017-A or the guarantee thereof, the Trust or TCPL shall pay as additional interest such additional amounts (hereinafter "Additional Amounts") as may be necessary so that the net amount received by each holder of the Trust Notes — Series 2017-A (including Additional Amounts) after such withholding or deduction shall not be less than the amount the holder of the Trust Notes — Series 2017-A would have received if such Canadian Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to a payment made to a holder of the Trust Notes — Series 2017-A (hereinafter an "Excluded Holder") in respect of a beneficial owner (i) with which the Trust or TCPL does not deal at

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arm's length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of the failure to comply with any certification, identification, information, documentation or other reporting requirement by a holder of the Trust Notes — Series 2017-A if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or any portion of the amount paid to such holder of the Trust Notes — Series 2017-A is deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Income Tax Act (Canada), or (iv) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere holding of Trust Notes — Series 2017-A or the receipt of payments thereunder. The Trust or TCPL shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required under applicable law.

If a holder of the Trust Notes — Series 2017-A has received a refund or credit for any Canadian Taxes with respect to which the Trust or TCPL has paid Additional Amounts, such holder of the Trust Notes — Series 2017-A shall pay over such refund to the Trust or TCPL (but only to the extent of such Additional Amounts), net of all out of-pocket expenses of such holder of the Trust Notes — Series 2017-A, together with any interest paid by the relevant tax authority in respect of such refund.

If Additional Amounts are required to be paid as a result of a Tax Event, the Trust may elect to redeem the outstanding Trust Notes — Series 2017-A. See "— Redemption on Rating Event or Tax Event" above.

Amendment, Supplement and Waiver

The Trust Indenture or the Trust Notes — Series 2017-A may be amended and any existing default or event of default or compliance with any provision of the Trust Indenture or the Trust Notes — Series 2017-A may be waived by Extraordinary Resolution; provided that, in any case, without the consent of each holder of the outstanding Trust Notes — Series 2017-A affected thereby, the Trust and the Trustee may not (a) extend the stated maturity of the principal of the Trust Notes — Series 2017-A, (b) reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, (c) reduce any amount payable on redemption thereof, (d) change the place at which or currency in which principal and interest payments are to be made, (e) reduce the amount of any original issue discount security payable upon acceleration or provable in bankruptcy or impair the right to institute suit for the enforcement of any payment on any of the Trust Notes — Series 2017-A when due, or (f) reduce the aforesaid percentage in principal amount of the Trust Notes — Series 2017-A.

Issue of Additional Trust Securities

The Trust may, at any time and from time to time, issue additional Voting Trust Units, Trust Notes or other subordinated notes without the authorization of holders of the Trust Notes — Series 2017-A. In the event that the Trust issues additional series of subordinated notes, the rights, privileges, restrictions and conditions attached to such additional series may vary materially from the Trust Notes — Series 2017-A. In such event, the right of the holders of the Trust Notes — Series 2017-A to receive interest or principal may rank pari passu with the rights of the holders of other subordinated notes.

The Trust may from time to time without notice to, or the consent of, the holders of the Trust Notes — Series 2017-A, create and issue additional Trust Notes — Series 2017-A, equal in rank to the Trust Notes — Series 2017-A in all respects so that the new Trust Notes — Series 2017-A may be consolidated and form a single series with the Trust Notes — Series 2017-A, and have the same terms as to status, redemption and otherwise as the Trust Notes — Series 2017-A issued under this prospectus.

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Governing Law

The Indenture and the Trust Notes — Series 2017-A will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Book-Entry Only Form

Upon issuance, the Trust Notes — Series 2017-A will be represented by one or more fully registered global securities (the "Global Securities") registered in the name of Cede & Co. (the nominee of The Depository Trust Company (the "Clearing Agency")), or such other name as may be requested by an authorized representative of the Clearing Agency. The authorized denominations of each Trust Note — Series 2017-A will be U.S.$1,000 and integral multiples thereof. Accordingly, the Trust Notes — Series 2017-A may be transferred or exchanged only through the Clearing Agency and its participants. Except as described below, owners of beneficial interests in the Global Securities will not be entitled to receive the Trust Notes — Series 2017-A in definitive form.

Beneficial interests in the Trust Notes — Series 2017-A will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in the Clearing Agency. Holders of the Trust Notes — Series 2017-A may elect to hold interests in the Trust Notes — Series 2017-A in global form through either the Clearing Agency in the U.S. or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), or Euroclear Bank S.A./N.V. ("Euroclear"), if they are participants in those systems, or indirectly through organizations which are participants in those systems. Clearstream, Luxembourg and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream, Luxembourg's and Euroclear's names on the books of their respective depositaries, which in turn will hold such interests in customers' securities accounts in the depositaries' names on the books of the Clearing Agency.

Each person owning a beneficial interest in a Global Security must rely on the procedures of the Clearing Agency and, if such person is not a participant, on the procedures of the participant through which such person owns its interest in order to exercise any rights of a holder under the Trust Indenture. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in certificated form. Such limits and such laws may impair the ability to transfer beneficial interests in a Global Security representing the Trust Notes — Series 2017-A.

The following is based on information furnished by the Clearing Agency:

The Clearing Agency is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. The Clearing Agency holds securities that its participants ("Participants") deposit with the Clearing Agency. The Clearing Agency also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. These direct Participants ("Direct Participants") include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. The Clearing Agency is a wholly-owned subsidiary of the Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for the Clearing Agency, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the Clearing Agency's system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to the Clearing Agency and its Participants are on file with the SEC.

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Purchases of the Trust Notes — Series 2017-A under the Clearing Agency's system must be made by or through Direct Participants, which will receive a credit for such Trust Notes — Series 2017-A on the Clearing Agency's records. The ownership interest of each actual purchaser of each Trust Note — Series 2017-A represented by a Global Security ("Beneficial Owner") is in turn to be recorded on the Direct Participants' and Indirect Participants' records. Beneficial Owners will not receive written confirmation from the Clearing Agency of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct Participants or Indirect Participants through which such Beneficial Owner entered into the transaction. Transfers of ownership interests in a Global Security representing the Trust Notes — Series 2017-A are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners of a Global Security representing the Trust Notes — Series 2017-A will not receive the Trust Notes — Series 2017-A in definitive form representing their ownership interests therein, except in the event that use of the book-entry system for such Trust Notes — Series 2017-A is discontinued.

To facilitate subsequent transfers, the Global Securities representing the Trust Notes — Series 2017-A which are deposited with the Clearing Agency are registered in the name of the Clearing Agency's nominee, Cede & Co., or such other name as may be requested by an authorized representative of the Clearing Agency. The deposit of Global Securities with the Clearing Agency and their registration in the name of Cede & Co. or such other nominee effect no change in beneficial ownership. The Clearing Agency has no knowledge of the actual Beneficial Owners of the Global Securities representing the Trust Notes — Series 2017-A; the Clearing Agency's records reflect only the identity of the Direct Participants to whose accounts such Trust Notes — Series 2017-A are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by the Clearing Agency to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither the Clearing Agency nor Cede & Co. (nor such other nominee of the Clearing Agency) will consent or vote with respect to the Global Securities representing the Trust Notes — Series 2017-A. Under its usual procedures, the Clearing Agency mails an "omnibus proxy" to the Trust as soon as possible after the applicable record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Trust Notes — Series 2017-A are credited on the applicable record date (identified in a listing attached to the omnibus proxy).

Principal, premium, if any, and interest payments on the Global Securities representing the Trust Notes — Series 2017-A will be made to Cede & Co. (or such other nominee as may be requested by an authorized representative of the Clearing Agency). The Clearing Agency's practice is to credit Direct Participants' accounts, upon the Clearing Agency's receipt of funds and corresponding detailed information from the Trust or the Trustee, on the applicable payment date in accordance with their respective holdings shown on the Clearing Agency's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of such Participant and not of the Clearing Agency, the applicable Trustee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of the Clearing Agency) is the responsibility of the Trust or the applicable Trustee (provided it has received funds from the Trust), disbursement of such payments to Direct Participants shall be the responsibility of the Clearing Agency, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.

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The Clearing Agency may discontinue providing its services as securities depository with respect to the Trust Notes — Series 2017-A at any time by giving reasonable notice to us or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Trust Notes — Series 2017-A in definitive form are required to be printed and delivered to each holder.

We may decide to discontinue use of the system of book-entry transfers through the Clearing Agency (or a successor securities depositary). In that event, the Trust Notes — Series 2017-A in definitive form will be printed and delivered.

Clearstream, Luxembourg advises that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream, Luxembourg holds securities for its participating organizations ("Clearstream participants"), and facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-entry changes in accounts of Clearstream participants, thereby eliminating the need for physical movement of certificates. Clearstream, Luxembourg provides to Clearstream participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream, Luxembourg interfaces with domestic markets in several countries. As a professional depositary, Clearstream, Luxembourg is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream, Luxembourg is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream participant, either directly or indirectly.

Distributions with respect to interests in the Trust Notes — Series 2017-A held beneficially through Clearstream, Luxembourg will be credited to cash accounts of Clearstream participants in accordance with its rules and procedures, to the extent received by the Clearing Agency for Clearstream, Luxembourg.

Euroclear advises that it was created in 1968 to hold securities for participants of Euroclear ("Euroclear participants"), and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. ("Euroclear Operator"). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash from the Euroclear System, and receipts of payment with respect to securities in the Euroclear System. All securities in the Euroclear System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear participants, and has no records of or relationship with persons holding through Euroclear participants.

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Distributions with respect to the Trust Notes — Series 2017-A held beneficially through the Euroclear System will be credited to the cash accounts of Euroclear participants in accordance with the Terms and Conditions, to the extent received by the U.S. depositary for the Euroclear System.

The information in this section concerning the Clearing Agency and the Clearing Agency's book-entry system, Clearstream, Luxembourg and Euroclear has been obtained from sources that we believe to be reliable, but is subject to any changes to the arrangements between us and the Clearing Agency and any changes to such procedures that may be instituted unilaterally by the Clearing Agency, Clearstream, Luxembourg and Euroclear.

Transfers

Transfers of ownership of the Trust Notes — Series 2017-A will be effected only through records maintained by the Clearing Agency for such Trust Notes — Series 2017-A with respect to interests of Participants and on the records of Participants with respect to interests of persons other than Participants. Holders of the Trust Notes — Series 2017-A who are not Participants, but who desire to purchase, sell or otherwise transfer ownership of or other interests in the Trust Notes — Series 2017-A, may do so only through Participants. The ability of a holder to pledge Trust Notes — Series 2017-A or otherwise take action with respect to such holder's interest in Trust Notes — Series 2017-A (other than through a Participant) may be limited due to the lack of a physical certificate. See "Risk Factors — Risks Related to the Trust Notes — Series 2017-A — Liquidity of and Dealings in Trust Notes — Series 2017-A".

Payments and Deliveries

As long as the Clearing Agency is the registered owner of the Trust Notes — Series 2017-A, the Clearing Agency will be considered the sole owner of the Trust Notes — Series 2017-A for the purposes of receiving payments on the Trust Notes — Series 2017-A or the delivery of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares upon the occurrence of an Automatic Exchange or Deferral Event, as applicable. Payments of interest in respect of Trust Notes — Series 2017-A will be made by the Trust to the Clearing Agency as the registered holder of the Trust Notes — Series 2017-A and the Trust understands that such payments will be forwarded by the Clearing Agency to Participants in accordance with the Clearing Agency Procedures. Deliveries of TCPL Exchange Preferred Shares in respect of the exercise or operation of the Automatic Exchange or TCPL Deferral Preferred Shares in connection with a Deferral Event in the limited circumstances described under "— Automatic Exchange" and "— Deferral Right" will be made by TCPL or the Trust, as the case may be, to the Clearing Agency as the registered holder of the Trust Notes — Series 2017-A and TCPL and the Trust understand that such shares will be forwarded by the Clearing Agency to Participants in accordance with the Clearing Agency Procedures. As long as the Trust Notes — Series 2017-A are held in the Clearing Agency book-entry only system, the responsibility and liability of the Trustee and/or TCPL in respect of the Trust Notes — Series 2017-A is limited to making payment of any amount due on the Trust Notes — Series 2017-A and/or making delivery of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares in respect thereof to the Clearing Agency.

The Voting Trust Units

Pursuant to the Declaration of Trust, the Trust may issue an unlimited number of Voting Trust Units. TCPL will at all times own, directly or indirectly, all of the Voting Trust Units. The following is a summary of the rights, privileges, restrictions and conditions attaching to the Voting Trust Units. This summary is qualified in its entirety by the provisions of the Declaration of Trust.

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Voting Rights

The Declaration of Trust provides that a holder of Voting Trust Units is entitled to vote in respect of, among other things: (i) the termination of the Trust as set forth under "Description of the Trust Securities — Trust Notes — Series 2017-A — Rights on Termination of the Trust"; (ii) the removal and replacement of the Trustee; and (iii) the removal and replacement of the Administrative Agent.

Distributions

TCPL or affiliates of TCPL, as holders of the Voting Trust Units, shall be entitled to receive the net distributable funds on all assets of the Trust, if any, of the Trust remaining after discharge of the obligations of the Trust to creditors, including the holders of the Trust Notes — Series 2017-A.

Redemption, Repurchase

The Trust, with the consent of the holder of the Voting Trust Units, may redeem all or part of the Voting Trust Units at any time but will not redeem all unless there are no Trust Notes — Series 2017-A outstanding and held by any person other than TCPL or any of its affiliates. In addition, TCPL may require the Trust to repurchase at any time all, or from time to time part, of the Voting Trust Units but TCPL may not require the Trust to repurchase all of the Voting Trust Units unless there are no Trust Notes — Series 2017-A outstanding and held by any person other than TCPL or any of its affiliates.

Rights on Termination of the Trust

In the event of a termination of the Trust, after the discharge of the obligations of the Trust to creditors, TCPL and/or its affiliates, as holders of the Voting Trust Units, will be entitled to the remaining property of the Trust.

DESCRIPTION OF TCPL EXCHANGE PREFERRED SHARES
AND TCPL DEFERRAL PREFERRED SHARES

The following is a summary of the rights, privileges, restrictions and conditions attaching to the TCPL Exchange Preferred Shares and the TCPL Deferral Preferred Shares (collectively, the "TCPL Exchange and Deferral Preferred Shares"). This summary is qualified in its entirety by the articles and by-laws of TCPL and the actual terms and conditions of the TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares, respectively.

Issue Price

The TCPL Exchange and Deferral Preferred Shares will have an issue price of U.S.$1,000 per share.

Dividends

Holders of TCPL Exchange and Deferral Preferred Shares will be entitled to receive fixed cumulative preferential cash dividends, if, as and when declared by the Board of Directors, subject to the Canada Business Corporations Act, equal to the Perpetual Preferred Share Rate, payable on each quarterly dividend payment date, subject to applicable withholding tax. If the Board of Directors does not declare the dividends, or any part thereof, on the TCPL Exchange and Deferral Preferred Shares on or before the dividend payment date for a particular quarterly period, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the Board of Directors on which TCPL shall have sufficient monies properly available, under the provisions of applicable law and under the provisions of any trust indenture governing bonds, debentures or other securities of TCPL, for the payment of the same.

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Redemption of the TCPL Exchange Preferred Shares

The TCPL Exchange Preferred Shares will not be redeemable by TCPL on or prior to the date that is 10 years from the Closing Date. After that date, but subject to the provisions of the Canada Business Corporations Act and the provisions described below under "— Restrictions on Dividends and Retirement of TCPL Exchange Preferred Shares", TCPL may redeem at any time all, or from time to time any part, of the outstanding TCPL Exchange Preferred Shares, without the consent of the holders, on not more than 60 days and not less than 30 days' prior notice, by the payment of an amount in cash for each such share so redeemed of U.S.$1,000 per share together with an amount equal to all accrued and unpaid dividends thereon, subject to any applicable withholding tax.

Redemption of the TCPL Deferral Preferred Shares

Subject to the provisions of the Canada Business Corporations Act and the provisions described below under "— Restrictions on Dividends and Retirement of TCPL Deferral Preferred Shares", TCPL may redeem at any time all, or from time to time any part, of the outstanding TCPL Deferral Preferred Shares, without the consent of the holders, on not more than 60 days and not less than 30 days' prior notice, by the payment of an amount in cash for each such share so redeemed of U.S.$1,000 per share together with an amount equal to all accrued and unpaid dividends thereon, subject to any applicable withholding tax.

Presentation for Redemption or Sale

A redemption or sale to TCPL of TCPL Exchange Preferred Shares and/or TCPL Deferral Preferred Shares, as applicable, will be effected by the holder transferring such holder's TCPL Exchange Preferred Shares and/or TCPL Deferral Preferred Shares to be redeemed or sold, as the case may be, to the account of TCPL in the Clearing Agency (or, in the event that the TCPL Exchange Preferred Shares and/or TCPL Deferral Preferred Shares are not then issued in book-entry only form, by depositing with the transfer agent for the TCPL Exchange Preferred Shares and/or TCPL Deferral Preferred Shares, at one of its principal offices, certificates representing such TCPL Exchange Preferred Shares and/or TCPL Deferral Preferred Shares).

Purchase for Cancellation

On or after the date that is ten years after the Closing Date in the case of the TCPL Exchange Preferred Shares, and at any time after the date of issuance of such shares in the case of the TCPL Deferral Preferred Shares, but, in either case, subject to the provisions described below under "— Restrictions on Dividends and Retirement of TCPL Exchange Preferred Shares" and "— Restrictions on Dividends and Retirement of TCPL Deferral Preferred Shares", respectively, TCPL may, purchase for cancellation any TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares in the open market or by tender or private contract at any price, subject to any applicable withholding tax. Any such shares purchased by TCPL shall be cancelled and shall not be reissued.

Rights on Liquidation

In the event of the liquidation, dissolution or winding-up of TCPL, the holders of the TCPL Exchange and Deferral Preferred Shares shall be entitled to receive U.S.$1,000 per share (less any amount that may have been returned to holders as a return of capital), together with all accrued and unpaid dividends thereon, subject to any applicable withholding tax, before any amount shall be paid or any assets of TCPL distributed to the holders of TCPL Common Shares or any shares ranking junior to the TCPL Exchange and Deferral Preferred Shares. The holders of the TCPL Exchange and Deferral Preferred Shares shall not be entitled to share in any further distribution of the property or assets of TCPL.

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Restrictions on Dividends and Retirement of TCPL Exchange Preferred Shares

So long as any of the TCPL Exchange Preferred Shares are outstanding, TCPL will not, without the approval of the holders of the TCPL Exchange Preferred Shares, given as specified below:

(i): declare any dividend on the TCPL Common Shares or any other shares ranking junior to the TCPL Exchange Preferred Shares (other than stock dividends on shares ranking junior to the TCPL Exchange Preferred Shares); or
(ii): redeem, purchase or otherwise retire any TCPL Common Shares or any other shares ranking junior to the TCPL Exchange Preferred Shares (except out of the net cash proceeds of a substantially concurrent issue of shares ranking junior to the TCPL Exchange Preferred Shares); or
(iii): redeem, purchase or otherwise retire: (i) less than all the TCPL Exchange Preferred Shares; or (ii) except pursuant to any purchase obligation, sinking fund, retraction privilege or mandatory redemption provisions attaching to any series of preferred shares of TCPL, any other shares ranking on a parity with the TCPL Exchange Preferred Shares;

unless, in each case, all dividends on the TCPL Exchange Preferred Shares and on all other shares ranking prior to or on a parity with the TCPL Exchange Preferred Shares, have been declared and paid or set apart for payment.

Restrictions on Dividends and Retirement of TCPL Deferral Preferred Shares

So long as any of the TCPL Deferral Preferred Shares are outstanding, TCPL shall not, without the approval of the holders of the TCPL Deferral Preferred Shares:

(i): declare any dividend on the TCPL Common Shares or any other shares ranking junior to the TCPL Deferral Preferred Shares (other than stock dividends on shares ranking junior to the TCPL Deferral Preferred Shares); or
(ii): redeem, purchase or otherwise retire any TCPL Common Shares or any other shares ranking junior to the TCPL Deferral Preferred Shares (except out of the net cash proceeds of a substantially concurrent issue of shares ranking junior to the TCPL Deferral Preferred Shares).

In addition, so long as any of the TCPL Deferral Preferred Shares are outstanding TCPL shall not, without the approval of the holders of the TCPL Deferral Preferred Shares, redeem, repurchase or otherwise retire: (i) less than all of the TCPL Deferral Preferred Shares; or (ii) except pursuant to any purchase obligation, sinking fund, retraction privilege, or mandatory redemption provisions attaching to any series of preferred shares of TCPL, any other shares ranking pari passu with the TCPL Deferral Preferred Shares, unless, in each case, all dividends payable on the TCPL Deferral Preferred Shares, and on all other shares ranking prior to or pari passu with the TCPL Deferral Preferred Shares, have been declared and paid or set apart for payment.

Issue of Additional Series of TCPL Preferred Shares

TCPL may issue other series of TCPL Preferred Shares without the authorization of the holders of the TCPL Exchange and Deferral Preferred Shares, as applicable.

Shareholder Approvals

The approval of any amendments to the rights, privileges, restrictions and conditions attaching to the TCPL Exchange and Deferral Preferred Shares, respectively, may be given by a resolution carried by the affirmative vote of not less than 66²/3% of the votes cast at a meeting of holders of TCPL

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Exchange Preferred Shares or TCPL Deferral Preferred Shares, as applicable, at which at least a majority of the outstanding TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares, as applicable, is represented or, if no quorum is present at such meeting, at a meeting following such adjourned meeting at which no quorum requirement would apply. Pursuant to the Share Exchange Agreement and the Assignment and Set-Off Agreement, TCPL will covenant that for so long as the Trust Notes — Series 2017-A are outstanding no amendment will be made to the rights, privileges, restrictions and conditions of the TCPL Exchange Preferred Shares and the TCPL Deferral Preferred Shares, respectively, (other than any amendments relating to the TCPL Preferred Shares as a class) without the prior approval of the holders of the Trust Notes — Series 2017-A by Extraordinary Resolution.

Voting Rights

The holders of the TCPL Exchange and Deferral Preferred Shares, as applicable, will not be entitled to receive notice of or to attend or to vote at any meeting of the shareholders of TCPL unless and until TCPL shall fail to pay in aggregate six quarterly dividends on the TCPL Exchange and Deferral Preferred Shares, as applicable, whether or not consecutive and whether or not dividends have been declared and whether or not there are any monies of TCPL properly applicable to the payment of dividends. In that event, the holders of the TCPL Exchange and Deferral Preferred Shares, as applicable, will be entitled to receive notice of, and to attend, all meetings of shareholders and will be entitled to one vote for each share held. The voting rights of the holders of the TCPL Exchange and Deferral Preferred Shares shall forthwith cease upon payment by TCPL of all arrears of dividends on any outstanding TCPL Exchange and Deferral Preferred Shares, as applicable, unless and until six quarterly dividends on the TCPL Exchange and Deferral Preferred Shares shall again be in arrears and unpaid.

Tax Election

The TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares will be "taxable preferred shares" as defined in the Tax Act for purposes of the tax under Part IV.1 of the Tax Act. The terms of the TCPL Exchange and Deferral Preferred Shares will require TCPL to make the necessary election under Part VI.1 of the Tax Act so that corporate holders will not be subject to the tax under Part IV.1 of the Tax Act on dividends received (or deemed to be received) on the TCPL Exchange and Deferral Preferred Shares.

Book-Entry Only Form

Unless TCPL elects otherwise, the TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares will be issued in "book-entry only" form and, subject to the limitations applicable to the TCPL Deferral Preferred Shares described under "Description of the Trust Securities — Trust Notes — Series 2017-A — Deferral Right", may be purchased, held and transferred in substantially the same manner as the Trust Notes — Series 2017-A. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Book-Entry Only Form".

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DESCRIPTION OF THE 2017 TCPL SUB NOTES

The following is a summary of the terms and conditions attaching to the 2017 TCPL Sub Notes. This summary is qualified in its entirety by the terms of the 2017 TCPL Sub Notes.

Interest and Maturity

Each 2017 TCPL Sub Note will be dated as of the Closing Date and will mature on , 2077. From the Closing Date to , 2027, TCPL will pay interest on the 2017 TCPL Sub Notes in equal semi-annual installments on and of each year to the persons in whose names the 2017 TCPL Sub Notes are registered at the close of business on the preceding or , respectively. Notwithstanding the foregoing, assuming the 2017 TCPL Sub Notes are issued on , 2017, the first interest payment on the 2017 TCPL Sub Notes on , 2017 will be in the amount of U.S.$ per U.S.$1,000 principal amount of 2017 TCPL Sub Notes. Starting on , 2027, TCPL will pay interest on the 2017 TCPL Sub Notes on every , , and of each year during which the 2017 TCPL Sub Notes are outstanding thereafter until , 2077 to the persons in whose names the 2017 TCPL Sub Notes are registered at the close of business on the preceding , , or , respectively (each such semi-annual or quarterly date, as applicable, a "TCPL Sub Note Interest Payment Date").

From the Closing Date to, but excluding, , 2027, the interest rate on the 2017 TCPL Sub Notes will be fixed at % per annum, payable in arrears. Starting on , 2027, and on every , , and of each year during which the 2017 TCPL Sub Notes are outstanding thereafter until , 2077 (each such date, a "TCPL Sub Notes Interest Reset Date"), the interest rate on the 2017 TCPL Sub Notes will be reset as follows: (i) starting on , 2027, on every TCPL Sub Notes Interest Reset Date, until , 2047, the interest rate on the 2017 TCPL Sub Notes will be reset at an interest rate per annum equal to the three month LIBOR plus %, payable in arrears, with the first payment at such rate being on , 2027 and, (ii) starting on , 2047, on every TCPL Sub Notes Interest Reset Date, until , 2077, the interest rate on the 2017 TCPL Sub Notes will be reset on each TCPL Sub Notes Interest Reset Date at an interest rate per annum equal to the three month LIBOR plus %, payable in arrears, with the first payment at such rate being on , 2047.

In addition to the 2017 TCPL Sub Notes, the Trust may acquire other assets from time to time. To the extent required from time to time, the Trust will borrow the necessary amount from TCPL under the Credit Facility.

Redemption at the Option of TCPL

On or after , 2027 TCPL may, at its option, on giving not more than 60 nor less than 30 days' notice to the holder of the 2017 TCPL Sub Notes, redeem the 2017 TCPL Sub Notes, in whole at any time or in part from time to time. The redemption price per U.S.$1,000 principal amount redeemed on any TCPL Sub Note Interest Reset Date will be par, together in either case with accrued and unpaid interest to but excluding the date fixed for redemption. The 2017 TCPL Sub Notes redeemed shall be cancelled and shall not be reissued.

If TCPL has redeemed the 2017 TCPL Sub Notes, in whole or in part, the Trust will be required to redeem a corresponding principal amount of the Trust Notes — Series 2017-A. It is the intention of the Trust to use the proceeds of redemption received in respect of the 2017 TCPL Sub Notes to make payment to the holders of the Trust Notes — Series 2017-A to be redeemed, as required.

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Notwithstanding the foregoing, in the event that the Trust elects to redeem the Trust Notes — Series 2017-A as a result of a Rating Event or Tax Event, TCPL shall redeem a corresponding amount of 2017 TCPL Sub Notes, at a redemption price per $1,000 principal amount of 2017 TCPL Sub Notes equal to par (in the case of a Tax Event) or par plus $20 (in the case of a Rating Event), together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

Redemption on Tax or Rating Event

TCPL may, at its option, on giving not more than 60 nor less than 30 days' notice to the holder of the 2017 TCPL Sub Notes, redeem all (but not less than all) of the 2017 TCPL Sub Notes upon the occurrence of a Rating Event or Tax Event. The redemption price per U.S.$1,000 principal amount of the 2017 TCPL Sub Notes will be equal to par (in the case of a Tax Event) or par plus $20 (in the case of a Rating Event), together with accrued and unpaid interest to but excluding the date fixed for redemption.

Events of Default

An event of default in respect of the 2017 TCPL Sub Notes will occur only if TCPL (i) resolves to wind-up or liquidate or is ordered wound-up or liquidated (other than in respect of certain transactions permitted under the TCPL Sub Note Trust Indenture similar to the transactions described under "Description of the Trust Securities — Merger, Consolidation, Sale, Lease or Conveyance" above, or in the event of any other dissolution of TCPL, by operation of law) or (ii) makes a general assignment for the benefit of its creditors, or otherwise acknowledges its insolvency, becomes insolvent or is declared bankrupt or consents to the institution of bankruptcy or insolvency proceedings against it under any bankruptcy, insolvency or analogous laws or if a custodian, sequestrator, liquidator, receiver, receiver and manager or any other officer with similar powers is appointed of TCPL or of the property of TCPL or any part thereof which is, in the opinion of the trustee under the TCPL Sub Note Trust Indenture, a substantial part thereof.

The event of default provisions of the 2017 TCPL Sub Notes described herein are not likely to be relevant to holders of the Trust Notes — Series 2017-A since the Automatic Exchange provisions of the Trust Notes — Series 2017-A will result in the Trust Notes — Series 2017-A being exchanged for the right to be issued TCPL Exchange Preferred Shares effective as of the Exchange Time. Failure by TCPL to make payments or to satisfy its other obligations under the 2017 TCPL Sub Notes will not entitle the Trust to accelerate the 2017 TCPL Sub Notes.

Priority of the 2017 TCPL Sub Notes

The 2017 TCPL Sub Notes are junior unsecured subordinated obligations of TCPL. The payment of principal and interest on the 2017 TCPL Sub Notes, to the extent provided in the Indenture, will be subordinated in right of payment to the prior payment in full of all present and future TCPL Senior Indebtedness, and will be effectively subordinated to all indebtedness and obligations of TCPL's subsidiaries. See "Risk Factors — Risks Related to the Trust Notes — Series 2017-A".

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Stikeman Elliott LLP, Canadian tax counsel to the Trust and TCPL, and Norton Rose Fulbright Canada LLP, counsel to the Underwriters, the following is a summary of the principal Canadian federal income tax considerations generally applicable to a holder of Trust Notes — Series 2017-A who acquires Trust Notes — Series 2017-A under the Offering and who, for purposes of the Tax Act and at all relevant times, (i) is not, and is not deemed to be, resident in Canada, (ii) deals at arm's length with and is not affiliated with TCPL or the Trust or any of their respective affiliates, (iii) deals at arm's length with any transferee resident (or deemed to be resident) in Canada to whom

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the holder disposes of a Trust Note — Series 2017-A, (iv) is not a financial institution, (v) holds Trust Notes — Series 2017-A and any TCPL Exchange and Deferral Preferred Shares as capital property, and (vi) does not use or hold the Trust Notes — Series 2017-A and any TCPL Exchange and Deferral Preferred Shares in a business carried on in Canada (a "Non-Resident Holder"). Generally, Trust Notes — Series 2017-A and TCPL Exchange and Deferral Preferred Shares will be considered to constitute capital property to a Non-Resident Holder provided that the Non-Resident Holder does not hold Trust Notes — Series 2017-A or TCPL Exchange and Deferral Preferred Shares in the course of carrying on a business of buying and selling securities and has not acquired them in one or more transactions considered to be an adventure in the nature of trade. Special rules, which are not discussed in this summary, may apply to certain Non-Resident Holders that are (i) insurers carrying on an insurance business in Canada and elsewhere or (ii) an "authorized foreign bank" (as defined in the Tax Act).

This summary assumes that no interest paid on the Trust Notes — Series 2017-A will be in respect of a debt or other obligation to pay an amount to a person with whom the Trust or TCPL does not deal at arm's length within the meaning of the Tax Act. This summary is based upon the current provisions of the Tax Act and the regulations issued thereunder in force as of the date hereof, and all specific proposals to amend the Tax Act and the regulations thereunder publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and counsel's understanding of the administrative policies and assessing practices of the CRA published in writing by the CRA prior to the date hereof. This summary is not exhaustive of all Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in law or CRA administrative policies and assessing practices, whether by way of legislative, governmental or judicial decision or action, nor does it take into account or consider any other federal tax considerations or any provincial, territorial or foreign tax considerations, which may differ materially from those discussed herein. While this summary assumes that the Tax Proposals will be enacted in the form proposed, no assurance can be given that such proposals will be enacted in their current form, or at all.

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Trust Notes — Series 2017-A, TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares must be determined in Canadian dollars. Any such amount that is expressed or denominated in a currency other than Canadian dollars must be converted into Canadian dollars using the relevant exchange rate determined in accordance with the Tax Act on the relevant day or such other rate of exchange acceptable to the Minister of National Revenue (Canada).

This summary is of a general nature only and is not, and is not intended to be, and should not be construed to be, legal or tax advice to any particular Non-Resident Holder and no representation with respect to the income tax consequences to any particular Non-Resident Holder is made. Prospective purchasers of Trust Notes — Series 2017-A should consult their own tax advisors with respect to the tax consequences of acquiring, holding and disposing of Trust Notes — Series 2017-A.

Trust Notes — Series 2017-A

Interest on and disposition of the Trust Notes — Series 2017-A

Under the Tax Act, interest, principal and premium, if any, paid or credited, or deemed to be paid or credited to a Non-Resident Holder on Trust Notes — Series 2017-A, including any interest that is applied on behalf of a Non-Resident Holder to acquire TCPL Deferral Preferred Shares upon a Deferral Event and any interest that is paid to the Non-Resident Holder by the issuance of rights to acquire TCPL Exchange Preferred Shares upon an Automatic Exchange, will be exempt from Canadian non-resident withholding tax. No other taxes on income (including taxable capital gains) will be payable under the Tax Act in respect of the acquisition, holding, redemption or disposition of Trust Notes —

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Series 2017-A, or the receipt of interest, premium or principal thereon by a Non-Resident Holder solely as a consequence of such acquisition, holding, redemption or disposition of Trust Notes — Series 2017-A.

Rights under Automatic Exchange and Deferral Event Subscription

TCPL and the Exchange Trustee have been advised by J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., that the value to Non-Resident Holders of the rights granted to Non-Resident Holders on the Closing Date under each of the Automatic Exchange and the Deferral Event Subscription is nominal and, therefore, TCPL is of the view that no amount should be allocated to such rights. However, this determination is not binding on the CRA.

Deferral Event

A Non-Resident Holder may acquire TCPL Deferral Preferred Shares upon the occurrence of a Deferral Event. The cost to a Non-Resident Holder of the TCPL Deferral Preferred Share received will be equal to the amount of interest that is applied on behalf of such Non-Resident Holder to acquire such share.

Automatic Exchange

An exchange of Trust Notes — Series 2017-A by a Non-Resident Holder for rights to acquire TCPL Exchange Preferred Shares pursuant to an Automatic Exchange will result in a disposition of such Trust Notes — Series 2017-A for purposes of the Tax Act for proceeds equal to the fair market value of the TCPL Exchange Preferred Shares which the Non-Resident Holder has the right to acquire, not including any amount considered to be interest. A Non-Resident Holder will not generally be subject to tax under the Tax Act in respect of such disposition or the exercise of such rights to acquire TCPL Exchange Preferred Shares. The aggregate cost to a Non-Resident Holder of the TCPL Exchange Preferred Shares ultimately received on an Automatic Exchange will be equal to the fair market value thereof at the time received.

TCPL Exchange and Deferral Preferred Shares

Dividends

A dividend (including a deemed dividend) received on TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares by a Non-Resident Holder will generally be subject to Canadian non-resident withholding tax under the Tax Act at a rate of 25%, subject to any reduction in the rate of such withholding under the provisions of an income tax treaty or convention. For a Non-Resident Holder who is a resident of the United States and qualifies for the benefits of the Canada- United States Tax Convention, the rate of withholding will generally be reduced to 15% or such other applicable rate pursuant to the income tax treaty.

Dispositions

A Non-Resident Holder of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares who disposes of or is deemed to dispose of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares (other than as discussed under "Redemption or Other Acquisition by TCPL") will not be subject to tax in respect of any capital gain realized on a disposition of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares unless the TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares constitute "taxable Canadian property" (as defined in the Tax Act) to the Non-Resident Holder at the time of the disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention. The TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares will be considered taxable Canadian property if such shares are not

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listed on a designated stock exchange and, at any time during the 60-month period immediately preceding the disposition, the TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares derived (directly or indirectly) more than 50% of their fair market value from real or immovable property situated in Canada, Canadian resource properties, timber resource properties or options or interests in respect of any such property, all as defined for the purposes of the Tax Act.

If the TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares are considered taxable Canadian property to the Non-Resident Holder, a disposition or deemed disposition of such TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares (other than as discussed under "Redemption or Other Acquisition by TCPL") will generally give rise to a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of such TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of such TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares to the Non-Resident Holder. Generally, one half of any such capital gain must be included in the Non-Resident Holder's income for that year and one half of any such capital loss must be deducted against taxable capital gains realized in that year from dispositions of taxable Canadian property. Certain excess allowable capital losses from the dispositions of taxable Canadian property may be claimed in any of the three preceding taxation years or any subsequent taxation year subject to the rules contained in the Tax Act.

An applicable income tax treaty or convention may apply to exempt a Non-Resident Holder from tax under the Tax Act in respect of a disposition of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares, as the case may be, notwithstanding that such shares may constitute taxable Canadian property.

Redemption or Other Acquisition by TCPL

If TCPL redeems for cash or otherwise acquires the TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares, other than by a purchase in the manner in which shares are normally purchased by a member of the public in the open market, the Non-Resident Holder will be deemed to have received a dividend equal to the amount, if any, paid by TCPL in excess of the paid-up capital of such shares for purposes of the Tax Act at such time. Such deemed dividend will be subject to the treatment described above under "Dividends". The difference between the amount paid and the amount of the deemed dividend will be treated as proceeds of disposition for the purposes of computing the capital gain or capital loss arising on a disposition of such shares. In the case of a corporate shareholder, it is possible that in certain circumstances all or part of the amount so deemed to be a dividend may be treated as proceeds of disposition and not as a dividend.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of the Trust Notes — Series 2017-A. Except where noted, this discussion only applies to Trust Notes — Series 2017-A that are held as capital assets by holders who purchase the Trust Notes — Series 2017-A upon their original issuance at their initial offering price. This discussion does not describe all of the material tax considerations that may be relevant to holders in light of their particular circumstances or to holders subject to special rules, such as certain financial institutions, insurance companies, tax-exempt entities, certain former citizens or residents of the United States, dealers and certain traders in securities, persons holding the Trust Notes — Series 2017-A as part of a hedge, straddle or other integrated transaction or persons whose functional currency is not the U.S. dollar. In addition, this discussion does not address the effect of any state, local, foreign or other tax laws or any U.S. federal estate, gift or alternative minimum tax considerations. This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as in effect on the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below.

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As used in this prospectus, the term "U.S. Holder" means a beneficial owner of Trust Notes — Series 2017-A that is for U.S. federal income tax purposes:

•: an individual citizen or resident of the United States;
•: a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
•: an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
•: a trust with respect to which (i) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (ii) a valid election is in effect under applicable Treasury regulations to be treated as a U.S. person.

The term "Non-U.S. Holder" means a beneficial owner of Trust Notes — Series 2017-A that is not a U.S. Holder or a partnership (or other entity treated as a partnership for U.S. federal income tax purposes).

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds Trust Notes — Series 2017-A, the tax treatment of the partnership and its partners will generally depend on the status of the partner and the activities of the partnership and its partners. If you are a partner in a partnership (or other entity that is treated as a partnership for U.S. federal income tax purposes), you should consult your own tax advisors regarding the U.S. federal income tax considerations of the purchase, ownership and disposition of Trust Notes — Series 2017-A.

Persons considering the purchase of Trust Notes — Series 2017-A should consult their own tax advisors regarding the U.S. federal income tax considerations relating to the purchase, ownership and disposition of Trust Notes — Series 2017-A in light of their particular circumstances, as well as the effect of any state, local, foreign or other tax laws.

Trust Notes — Series 2017-A

Characterization of the Notes

The characterization of instruments such as the Notes as debt or equity is based on a variety of factors, none of which are determinative. While the Company believes that the Notes should be treated as debt and intends to take that position, there is no certainty that the IRS or a court will agree with that position. If the Notes were treated as equity then the holders would be treated as owning an interest in the Trust. Because the Trust will be a pass-through for U.S. federal income tax purposes the holders would be allocated income from the property owned by the Trust in lieu of the treatment described below. Thus, the holders would recognize dividend income to the extent that the Trust receives dividends. The treatment of such dividend income is discussed below.

Interest on the Trust Notes — Series 2017-A

Under applicable Treasury regulations, the possibility that interest on the Trust Notes — Series 2017-A might be deferred could result in the Trust Notes — Series 2017-A being treated as issued with original issue discount ("OID"), notwithstanding that the Trust Notes — Series 2017-A are issued at par, unless the likelihood of such deferral is remote. We believe that the likelihood of interest deferral on the Trust Notes — Series 2017-A is remote within the meaning of the Treasury regulations and therefore that the possibility of such deferral will not result in the Trust Notes — Series 2017-A being treated as issued with OID. Based on the foregoing, we believe that, although the matter is not free from doubt, the Trust Notes — Series 2017-A will not be considered to be issued with OID. Accordingly, interest paid on the Trust Notes — Series 2017-A will be taxable to a U.S. Holder as

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ordinary interest income at the time it accrues or is received in accordance with such U.S. Holder's method of accounting for U.S. federal income tax purposes. Interest on Trust Notes — Series 2017-A will be treated as arising from foreign sources for foreign tax credit purposes. The rules relating to foreign tax credits and the timing thereof are complex. U.S. Holders should consult their own tax advisers regarding the availability of a foreign tax credit and the application of the foreign tax credit limitations to their particular circumstances.

However, there can be no assurance that the IRS or a court will agree with this position. If the possibility of interest deferral were determined not to be remote, the Trust Notes — Series 2017-A would be treated as issued with OID at the time of issuance and all stated interest would be treated as OID. In such case, a U.S. Holder would be required to include stated interest in income as it accrues, regardless of its method of accounting, using a constant yield method, and actual cash payments of interest on the Trust Notes — Series 2017-A would not be reported as taxable income.

Further, during any deferral period, the Trust Notes — Series 2017-A will be treated as issued with OID at the time of such deferral and all stated interest due after such deferral will be treated as OID. Consequently, a U.S. Holder of Trust Notes — Series 2017-A would be required to include OID in its gross income in the manner described above even though the Trust would not make any actual cash payments to holders of Trust Notes — Series 2017-A during a deferral period.

Dispositions

Upon the sale, exchange, redemption or retirement of a note, a U.S. Holder will generally recognize gain or loss equal to the difference between the amount realized (less any accrued interest not previously included in the U.S. Holder's income, which will be taxable as ordinary income) on the sale, exchange, redemption or retirement and such U.S. Holder's adjusted tax basis in the note. Assuming that we do not exercise our option to require deferral of payment of interest on the Trust Notes — Series 2017-A and that a Deferral Event does not otherwise occur and that the Trust Notes — Series 2017-A are not deemed to be issued with OID, a U.S. Holder's adjusted tax basis in the Trust Notes — Series 2017-A generally will be its initial purchase price. If the Trust Notes — Series 2017-A are deemed to be issued with OID, a U.S. Holder's tax basis in the Trust Notes — Series 2017-A generally will be its initial purchase price, increased by OID previously includible in that U.S. Holder's gross income to the date of disposition and decreased by payments received on the Trust Notes — Series 2017-A since and including the date that the Trust Notes — Series 2017-A were deemed to be issued with OID. That gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if the Trust Notes — Series 2017-A have been held for more than one year. A U.S. Holder that is an individual is generally entitled to preferential treatment for net long-term capital gains. The ability of a U.S. Holder to deduct capital losses is limited. Gain or loss recognized by a U.S. Holder on a sale or other disposition of Trust Notes — Series 2017-A generally will be U.S. source gain or loss for foreign tax credit purposes.

Automatic Exchange

The exchange of Trust Notes — Series 2017-A for TCPL Exchange Shares pursuant to the Automatic Exchange should be treated as a tax free recapitalization for U.S. federal income tax purposes. Thus, no income, gain or loss will be recognized on the exchange except to the extent that there is accrued but unpaid interest at the time of the exchange. Any TCPL Exchange Shares will be treated as first being received for the accrued but unpaid interest and the remainder will be treated as received in exchange for the Trust Notes — Series 2017-A. The holding period for the TCPL Exchange Shares received in the exchange will include the holding period for the Trust Notes — Series 2017-A.

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Deferral Note Subscription

The acquisition of Deferral Preferred Shares upon the occurrence of a Deferral Event will be treated as a purchase of the Deferral Preferred Shares for an amount equal to the interest income that was deferred with respect to such Deferral Event.

TCPL Exchange and Deferral Preferred Shares

Dividends

U.S. Holders of TCPL Exchange and Deferral Preferred Shares will include in gross income the gross amount of any distributions paid, before reduction for Canadian withholding taxes, by TCPL out of its current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, as dividend income when the dividend is actually or constructively received by the U.S. Holder. Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated as a return of capital to the extent of the U.S. Holder's basis in its TCPL Exchange and Deferral Preferred Shares and thereafter as capital gain.

Currently, dividends paid by a "qualified foreign corporation" to individual U.S. Holders who also meet certain holding period requirements will be taxable at a maximum tax rate of 20%. TCPL expects that it will constitute a qualified foreign corporation for U.S. federal income tax purposes and that distributions it makes to individual U.S. Holders that are treated as dividends for U.S. federal income tax purposes will be treated as qualified dividend income eligible for such reduced maximum rates, provided the applicable holding period requirements are met. If distributions by TCPL do not qualify for this reduced maximum rate, U.S. Holders will be subject to tax on such distributions at ordinary income rates.

Distributions by TCPL that are treated as dividends for U.S. federal income tax purposes generally will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from certain other corporations. The amount of such distributions included in income of a U.S. Holder of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares will be the U.S. dollar value of the Canadian dollar payments made, determined at the spot Canadian dollar/U.S. dollar exchange rate on the date such distribution is included in the income of the U.S. Holder, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date such a distribution is included in income to the date such distribution is converted into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. Such gain or loss will generally be income from sources within the U.S. for foreign tax credit limitation purposes.

Distributions by TCPL that are treated as dividends for U.S. federal income tax purposes will be income from sources outside the U.S. for foreign tax credit limitation purposes. Depending on the U.S. Holder's circumstances, such dividends may be "passive category" or "general category" income for foreign tax credit limitation purposes. Subject to certain limitations, Canadian tax withheld with respect to distributions by TCPL to a U.S. Holder of TCPL Deferral Preferred Shares and paid over to Canada will generally be creditable against the U.S. Holder's U.S. federal income tax liability. As discussed above, withholding of Canadian tax is imposed at a 25% rate (reduced to 15% for recipients that are residents of the U.S. eligible for benefits under the Canada-United States Tax Convention) both on cash and non-cash distributions by TCPL to persons that are not Canadian residents. However, as any non-cash distributions by TCPL generally will not be included in income for U.S. federal income tax purposes, such Canadian tax withholding may exceed a U.S. Holder's allowable foreign tax credit for the taxable year of the distribution. To the extent a refund of the tax withheld is available to a U.S. Holder under the laws of Canada or under the income tax treaty between the U.S. and Canada, the amount of tax withheld that is refundable will not be eligible for credit against the U.S. Holder's

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U.S. federal income tax liability, whether or not the refund is actually obtained. The foreign tax credit limitation rules are complex and dependent on the specific factual circumstances particular to each U.S. Holder of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares. Consequently, each U.S. Holder of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares should consult its tax advisor as to the U.S. federal income tax consequences relevant to such U.S. Holder.

Dispositions

A U.S. Holder of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares that sells or otherwise disposes of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares, as applicable, generally will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount realized and the holder's tax basis, determined in U.S. dollars, in the TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares. Any capital gain or loss generally will be long- term capital gain or loss if the U.S. Holder had a holding period for the TCPL Deferral Preferred Shares of more than one year at the time of the sale or other disposition. Long-term capital gain recognized by an individual generally is subject to a maximum U.S. federal income tax rate of 20%. Other capital gains generally are subject to a maximum U.S. federal income tax rate of 39.6%. The deductibility of capital losses is subject to limitations. Gain realized by a U.S. Holder from a sale or other disposition of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares will generally be treated as income from U.S. sources for foreign tax credit limitation purposes.

Redemption or Other Acquisition by TCPL

A redemption of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares will be treated under section 302 of the Code as a dividend to the extent of current and accumulated earnings and profits, unless the redemption satisfies the test set forth in section 302(b) enabling the redemption to be treated as a sale or exchange. The redemption will satisfy this test only if it (1) is "substantially disproportionate," (2) constitutes a "complete termination of the holder's stock interest" in TCPL or (3) is "not essentially equivalent to a dividend," each within the meaning of section 302(b). In determining whether any of these tests are met, shares considered to be owned by the U.S. Person by reason of certain constructive ownership rules set forth in the Code, as well as shares actually owned, must generally be taken into account. Because the determination as to whether any of the alternative tests of section 302(b) of the Code is satisfied with respect to a particular holder of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares will depend on the facts and circumstances as of the time the determination is made, U.S. Holders are advised to consult their own tax advisors to determine their tax treatment in light of their own particular investment circumstances.

Medicare Tax

Recently enacted legislation generally imposes a tax of 3.8% on the "net investment income" of certain individuals, trusts and estates. Among other items, net investment income generally includes gross income from interest and dividend as well as net gain attributable to the disposition of certain property, less certain deductions. U.S. Holders should consult their own tax advisors regarding the possible implications of this legislation in their particular circumstances.

Reporting and Backup Withholding

A U.S. Holder that is an exempt recipient will not be subject to information reporting requirements with respect to payments of principal or interest on, and proceeds from the sale, retirement or other taxable disposition of, Trust Notes — Series 2017-A or dividends received with respect to the TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares or proceeds from the disposition of those shares. A U.S. Holder that is not an exempt recipient may be subject to

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information reporting requirements. Such U.S. Holder can satisfy this requirement by providing the issuer or its paying agent with a duly completed and executed copy of an IRS Form W-9 or a substantially similar form. In general, individuals are not exempt recipients, whereas corporations and certain other entities generally are exempt recipients. If a U.S. Holder subject to the information reporting requirement fails to provide the Trust or its paying agent with a duly completed and executed copy of an IRS Form W-9 or a substantially similar form, or the information on such form, including the U.S. Holder's U.S. taxpayer identification number, is incorrect, or the IRS notifies the Trust or its paying agent that the U.S. Holder has failed to report or under-reported payments of interest or dividends, the Trust or its paying agent will be required to withhold a portion of certain payments it makes to the U.S. Holder and pay to the IRS as a backup against the U.S. Holder's potential U.S. federal income tax liability. Backup withholding is not an additional tax and will be credited against the U.S. Holder's U.S. federal income tax liability or refunded to the U.S. Holder, provided that the holder timely files a tax return with the IRS. Prospective purchasers should consult their own tax advisers regarding the applicability of the information reporting and backup withholding rules to them.

The above summary is not intended to constitute a complete analysis of all U.S. income tax consequences relating to U.S. Holders of their acquisition, ownership and disposition of the Trust Notes — Series 2017-A. U.S. Holders should consult their own tax advisers concerning the tax consequences to them of the acquisition, ownership and disposition of the Trust Notes — Series 2017-A in light of their particular circumstances under the U.S. federal, state, local, foreign and other laws.

CERTAIN ERISA MATTERS

Subject to the restrictions described below, the Trust Notes — Series 2017-A may be held by (i) plans that are subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or the provisions of Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") and entities deemed to hold plan assets of the foregoing, such plans and entities referred to herein as "Plans," and (ii) plans that are subject to provisions under federal, state or other laws, referred to as "Similar Law," that are substantially similar to the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of ERISA and/or Section 4975 of the Code, such plans referred to herein as "Similar Law Plans." A fiduciary of any Plan or Similar Law Plan must determine that the purchase and holding of the Trust Notes — Series 2017-A or an interest therein is consistent with its fiduciary duties and will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or a violation under any applicable Similar Law. Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of Plans (as well as those plans that are not subject to ERISA but which are subject to Section 4975 of the Code) and certain persons (referred to as "parties in interest" or "disqualified persons") having certain relationships to such Plans, unless a statutory or administrative exemption is applicable to the transaction. There can be no assurance that any administrative or statutory exemption will be available with respect to any particular transaction involving the Trust Notes — Series 2017-A. A party in interest or disqualified person who engages in a prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and Section 4975 of the Code.

Under a regulation issued by the U.S. Department of Labor, 29 CFR Section 2510.3-101 (as effectively modified by Section 3(42) of ERISA) (the "Regulation"), the assets of the Trust would be treated as plan assets of a Plan for the purposes of ERISA and the Code only if the Plan acquired an "equity interest" in the Trust and none of the exceptions to "plan assets" contained in the Regulation was applicable. An equity interest is defined under the Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Although there is little guidance on the subject, the Company believes that, at the time

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of their issuance, the Trust Notes — Series 2017-A should be treated as indebtedness of the Trust without substantial equity features for purposes of the Regulation, but there is no certainty that the U.S. Department of Labor or a court would agree with that position. This determination is based upon the traditional debt features of the Trust Notes — Series 2017-A, including the reasonable expectation of purchasers of the Trust Notes — Series 2017-A that the notes will be repaid when due. The debt treatment of the Trust Notes — Series 2017-A for ERISA purposes could change subsequent to their issuance if the Trust incurs losses. In the event of a withdrawal or downgrade to below investment grade of the rating of the Trust Notes — Series 2017-A or a characterization of the Trust Notes — Series 2017-A as other than indebtedness under applicable local law, the subsequent acquisition of the Trust Notes — Series 2017-A or interest therein by a Plan is prohibited.

However, without regard to whether the Trust Notes — Series 2017-A are treated as an equity interest in the Trust for purposes of the Regulation, unless a statutory or administrative exemption is applicable, the purchase and, in certain cases, the holding of securities by a Plan with respect to which (i) we or any of our affiliates or (ii) any underwriter, dealer or agent selling the securities or any of their affiliates is a "party in interest" or "disqualified person" could constitute a prohibited transaction. Accordingly, each purchaser and subsequent transferee of the Trust Notes — Series 2017-A or any interest therein will be deemed to have represented by its purchase and holding thereof that either (i) it is not, and is not acting on behalf of, any Plan or Similar Law Plan or (ii) its purchase, holding, redemption or exchange of the Trust Notes — Series 2017-A or any interest therein will not constitute or result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because such purchaser or holder relied on an available prohibited transaction exemption, all of the conditions of which are satisfied, or is not in violation of any applicable Similar Law. Neither Plans nor Similar Law Plans may acquire the Notes at any time that the ratings on the Trust Notes — Series 2017-A are below investment grade or the Trust Notes — Series 2017-A have been characterized as other than indebtedness for applicable local law purposes.

The sale of any securities to a Plan or Similar Law Plan is in no respect a representation by us, or by any underwriter, dealer or agent selling the securities, that such an investment meets all of the legal requirements with respect to investments by any particular Plan or Similar Law Plan or that such an investment is appropriate for any particular Plan or Similar Law Plan.

UNDERWRITING

Subject to the terms and conditions of an underwriting agreement (the "Underwriting Agreement") dated , 2017 between the Trust, TCPL and the Underwriters named below (collectively, the "Underwriters"), through their representatives Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, the Trust has agreed to sell and the Underwriters have severally agreed to purchase from the Trust, the following respective principal amounts of Trust Notes — Series 2017-A listed opposite their names below:

Underwriters	Principal Amount of Trust Notes — Series 2017-A

Deutsche Bank Securities Inc.	U.S.$
J.P. Morgan Securities LLC.	U.S.$

Total	U.S.$	1,250,000,000

The terms of the offering were established through negotiations between the Trust, TCPL and the Underwriters.

The Underwriting Agreement provides that the obligations of the several Underwriters to purchase the Trust Notes — Series 2017-A offered hereby are subject to certain conditions precedent and that

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the Underwriters will purchase all of the Trust Notes — Series 2017-A offered by this prospectus if any of the Trust Notes — Series 2017-A are purchased.

The obligations of the Underwriters under the Underwriting Agreement may be terminated at their discretion, subject to certain conditions, following a suspension of trading on certain stock exchanges, a banking moratorium, an outbreak or escalation of hostilities or a declaration by the U.S. or Canada of a national emergency or war, or other calamity or crisis affecting financial markets such as to make it, in the sole judgment of the representatives of the Underwriters impractical or inadvisable to proceed with the offering or delivery of the Trust Notes — Series 2017-A as contemplated by this prospectus, and upon the occurrence of certain stated events.

The Trust and TCPL have been advised by the representatives of the Underwriters that the Underwriters propose to offer the Trust Notes — Series 2017-A to the public at the public offering price set forth on the cover page of this prospectus and to dealers at a price that represents a concession not in excess of % of the principal amount of the Trust Notes — Series 2017-A. The Underwriters may allow, and these dealers may re-allow, a concession of not more than % of the principal amount of the Trust Notes — Series 2017-A to other dealers. After the initial public offering the representatives of the Underwriters may change the offering prices and other selling terms. Thus, the prices paid for Trust Notes — Series 2017-A may vary from purchaser to purchaser and may vary during the period of distribution. The compensation realized by the Underwriters will be either increased or decreased by the amount that the aggregate price paid by purchasers of the Trust Notes — Series 2017-A differs from the gross proceeds paid to the Trust by the Underwriters.

We estimate the Trust's share of the total expenses of this offering, excluding underwriting commissions, will be approximately U.S.$ .

The Trust and TCPL have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make in respect of any of these liabilities.

The representatives of the Underwriters have advised the Trust and TCPL that the Underwriters do not intend to confirm sales to any account over which they exercise discretionary authority.

The Trust Notes — Series 2017-A are a new issue of securities with no established trading market. The Trust Notes — Series 2017-A will not be listed on any securities exchange or on any automated dealer quotation system. The Underwriters may make a market in the Trust Notes — Series 2017-A after completion of the Offering, but will not be obligated to do so and may discontinue any market-making activities at any time without notice. No assurance can be given as to the liquidity of the trading market for the Trust Notes — Series 2017-A or that an active public market for the Trust Notes — Series 2017-A will develop. If an active public trading market for the Trust Notes — Series 2017-A does not develop, the market price and liquidity of such Trust Notes — Series 2017-A may be adversely affected.

In connection with the Offering, the Underwriters may purchase and sell the Trust Notes — Series 2017-A in the open market. These transactions may include short sales, purchases to cover positions created by short sales and stabilizing transactions.

Short sales involve the sale by the Underwriters of a greater principal amount of Trust Notes — Series 2017-A than they are required to purchase in the Offering. The Underwriters may close out any short position by purchasing Trust Notes — Series 2017-A in the open market. A short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Trust Notes — Series 2017-A in the open market prior to the completion of the Offering.

Stabilizing transactions consist of various bids for or purchases of the Trust Notes — Series 2017-A made by the Underwriters in the open market prior to the completion of the Offering.

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The Underwriters may impose a penalty bid. This occurs when a particular underwriter repays to the other Underwriters a portion of the underwriting commission received by it because the representatives of the Underwriters have repurchased Trust Notes — Series 2017-A sold by or for the account of that Underwriter in stabilizing or short covering transactions.

Purchases to cover short positions and stabilizing transactions may have the effect of preventing or slowing a decline in the market price of the Trust Notes — Series 2017-A. Additionally, these purchases, along with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the Trust Notes — Series 2017-A.

As a result, the price of the Trust Notes — Series 2017-A may be higher than the price that might otherwise exist in the open market. These transactions may be effected in the over-the-counter market or otherwise.

Certain of the Underwriters and their respective affiliates have, from time to time, performed, and in the future may perform, commercial and investment banking and advisory services for us for which they have received or will receive customary fees and expenses. The Underwriters may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business.

Under applicable securities legislation in the Province of Alberta and Ontario, TCPL may be considered to be a connected issuer of Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC each of which is, directly or indirectly, a subsidiary or affiliate of a bank or other financial institution which is a lender (collectively, the "Lenders") to TCPL or its affiliates under certain unsecured credit facilities (collectively, the "Facilities"). The Facilities consist of the following committed syndicated facilities: our TCPL and TransCanada PipeLine USA Ltd. ("TC USA Ltd.") U.S.$6.9 billion bridge credit agreement ("Acquisition Credit Facilities"); our TCPL $3.0 billion amended and restated credit agreement; our TCPL U.S.$2.0 billion credit agreement; TC USA Ltd. U.S.$1.0 billion credit agreement; a TransCanada American Investments Ltd. U.S.$500 million credit agreement; a TC PipeLines, LP U.S.$500 million third amended and restated revolving credit agreement; a TC PipeLines, LP U.S.$500 million term loan agreement and a Northern Border Pipeline Company U.S.$200 million revolving amended and restated credit agreement, each as amended; and also consist of certain other demand bank facilities with aggregate commitments of approximately U.S.$100 million. As of February 14, 2017, we had approximately $4.0 billion outstanding under the Facilities. As of the date hereof, TCPL and its affiliates are in material compliance with all material terms of the agreements governing the Facilities and none of the Lenders has waived any material breach by TCPL or its affiliates of those agreements since the Facilities were established. TCPL's financial position on a consolidated basis has not changed substantially and adversely since the indebtedness under the Facilities was incurred. None of the Lenders has been or will be involved in the decision to offer the Trust Notes — Series 2017-A and none has been or will be involved in the determination of the terms of any distribution of the Trust Notes — Series 2017-A.

As a consequence of their participation in the offering, the Underwriters will be entitled to share in the underwriting commissions relating to the offering of the Trust Notes — Series 2017-A. The decision to distribute the Trust Notes — Series 2017-A hereunder and the determination of the terms of this Offering were made through negotiations between the Trust, TCPL and the Underwriters. TCPL may have outstanding short term indebtedness owing to certain of the Underwriters and affiliates of such Underwriters, a portion of which TCPL may repay with the net proceeds from the sale of the 2017 TCPL Sub Notes. See "Use of Proceeds". As a result, one or more of such Underwriters or their affiliates may receive more than 5% of the net proceeds from the offering of the Trust Notes — Series 2017-A in the form of the repayment of such indebtedness. Accordingly, the offering of the Trust Notes — Series 2017-A is being made pursuant to Rule 5121 of the Financial Industry Regulatory Authority, Inc. Pursuant to this rule, the appointment of a qualified independent underwriter is not necessary in connection with this offering, because the conditions of Rule 5121(a)(1)(C) are satisfied.

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Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a "relevant member state"), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the "relevant implementation date"), an offer of the Trust Notes — Series 2017-A described in this prospectus may not be made to the public in that relevant member state prior to the publication of a prospectus in relation to the Trust Notes — Series 2017-A that has been approved by the competent authority in that relevant member state and published in accordance with the Prospectus Directive as implemented in the relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that, with effect from and including the relevant implementation date, an offer of Trust Notes — Series 2017-A may be made to the public in that relevant member state at any time:

•: to any legal entity which is a qualified investor as defined in the Prospectus Directive;
•: to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant underwriter; or
•: in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Trust Notes — Series 2017-A will result in the requirement of the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to a prospectus pursuant to Article 16 of the Prospectus Directive.

Each purchaser of Trust Notes — Series 2017-A described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive.

For purposes of this notice, the expression an "offer to the public" in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the Trust Notes — Series 2017-A to be offered so as to enable an investor to decide to purchase or subscribe for the Trust Notes — Series 2017-A, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each relevant member state and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

The sellers of the Trust Notes — Series 2017-A have not authorized and do not authorize the making of any offer of the Trust Notes — Series 2017-A through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the Trust Notes — Series 2017-A as contemplated in this prospectus.

Accordingly, no purchaser of the Trust Notes — Series 2017-A, other than the underwriters, is authorized to make any further offer of the Trust Notes — Series 2017-A on behalf of the sellers or the underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus and any other material in relation to the Trust Notes — Series 2017-A described herein are only being distributed to, and are only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (and amendments thereto) and Section 86(7) of the Financial Services and Markets Act 2000 (United Kingdom), as amended (the "FSMA") that are also (i) investment professionals falling within Article 19(5) of the

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Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Trust Notes — Series 2017-A are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such Trust Notes — Series 2017-A will be engaged only with, relevant persons.

This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

No invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA in connection with the issue or sale of the Trust Notes — Series 2017-A may be communicated or caused to be communicated except in circumstances in which Section 21(1) of the FSMA does not apply to us or the underwriters. In addition, all applicable provisions of the FSMA must be complied with in relation to anything done to the Trust Notes — Series 2017-A in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Switzerland

This prospectus is not intended to constitute an offer or solicitation to purchase or invest in the Trust Notes — Series 2017-A. The Trust Notes — Series 2017-A may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the Trust Notes — Series 2017-A constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland, and neither this prospectus nor any other offering or marketing material relating to the Trust Notes — Series 2017-A may be publicly distributed or otherwise made publicly available in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the offering, nor the Trust, nor the Trust Notes — Series 2017-A have been or will be filed with or approved by any Swiss regulatory authority. The Trust Notes — Series 2017-A are not subject to the supervision by any Swiss regulatory authority, e.g., the Swiss Financial Markets Supervisory Authority (FINMA), and investors in the Trust Notes — Series 2017-A will not benefit from protection or supervision by such authority.

MATERIAL CONTRACTS

The material contracts entered into or to be entered into by the Trust and/or TCPL and/or TCC are as follows:

1.: the Trust Indenture described under "Description of Trust Securities — Trust Notes — Series 2017-A";
2.: the Third Supplemental Indenture described under "Description of Trust Securities — Trust Notes — Series 2017-A";
3.: the Administration Agreement described under "The Trust — The Administrative Agent";
4.: the Declaration of Trust described under "The Trust";
5.: the TCPL Sub Note Purchase Agreement described under "The Trust — Activities of the Trust";

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6.: the TCPL Sub Note Trust Indenture described under "Description of the 2017 TCPL Sub Notes";
7.: the Third Supplemental Sub Note Indenture described under "Description of the 2017 TCPL Sub Notes";
8.: the Share Exchange Agreement described under "Description of the Trust Securities — Trust Notes — Series 2017-A — Share Exchange Agreement";
9.: the Assignment and Set-Off Agreement described under "Description of the Trust Securities — Trust Notes — Series 2017-A — Assignment and Set-Off Agreement";
10.: the Credit Facility described under "The Trust — Liquidity";
11.: the Subscription Agreements described under "Description of the 2017 TCPL Sub Notes — Interest and Maturity"; and
12.: the Underwriting Agreement described under "Underwriting".

PRINCIPAL HOLDERS OF SECURITIES

It is intended that, at all times following the Closing Date, TCPL and/or its affiliates will own all of the Voting Trust Units. See "Capitalization of the Trust".

INTERESTS OF TCPL AND ITS AFFILIATES IN MATERIAL TRANSACTIONS

Pursuant to the Administration Agreement, TCPL administers the day-to-day operations of the Trust. TCPL and its affiliates may have interests which are not identical to those of the Trust. Consequently, conflicts of interest may arise with respect to transactions, including, the sale of the Trust Assets, future acquisitions of the Trust Assets from TCPL and/or its affiliates, and the renewal, termination or modification of the Administration Agreement. It is the intention of the Trust and TCPL that any agreements and transactions between the Trust, on the one hand, and TCPL and/or its affiliates, on the other hand, are fair to all parties and consistent with market terms and conditions.

LEGAL MATTERS

Certain matters relating to the issue and sale of the Trust Notes — Series 2017-A will be passed upon on behalf of the Trust and TCPL by Blake, Cassels & Graydon LLP, as to matters of Canadian law, by Stikeman Elliott LLP as to matters of Canadian tax law, and by Mayer Brown LLP, as to matters of U.S. law. Mayer Brown LLP will rely upon the opinion of Blake, Cassels & Graydon LLP as to matters of Canadian law and the opinion of Stikeman Elliott LLP as to matters of Canadian tax law. The statements under "Certain U.S. Federal Income Tax Considerations" and "Certain ERISA Matters" are set forth in reliance upon the opinion of Mayer Brown LLP. In addition certain legal matters in connection with the Offering will be passed upon on behalf of the underwriters by their Canadian legal counsel Norton Rose Fulbright Canada LLP, as to matters of Canadian law, and by their U.S. legal counsel Paul, Weiss, Rifkind, Wharton & Garrison LLP, as to matters relating to U.S. law.

EXPERTS

The consolidated financial statements of TCPL as at December 31, 2016 and 2015 and for each of the years in the three-year period ended December 31, 2016 have been incorporated by reference herein and in the registration statement in reliance on the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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The consolidated and combined financial statements of Columbia as of December 31, 2015 and 2014, and for each of the three years in the period ended December 31, 2015, incorporated by reference herein and in the registration statement, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, incorporated by reference herein (which report expresses an unqualified opinion and includes an explanatory paragraph relating to Columbia's initial public offering of limited partner interests of Columbia Pipeline Partners LP which was completed on February 11, 2015 and Columbia's spin-off from NiSource Inc. on July 1, 2015). Such consolidated and combined financial statements have been so included herein in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

INTERESTS OF EXPERTS

As at the date of this prospectus, the partners and associates of Blake, Cassels & Graydon LLP, as a group, the partners and associates of Stikeman Elliott LLP, as a group, the partners and associates of Norton Rose Fulbright Canada LLP, as a group, and the partners and associates of Mayer Brown LLP, as a group, beneficially own, directly or indirectly, less than 1% of any class of securities of the Trust, TCPL or TCC. In connection with the audit of TCPL's annual financial statements for the year ended December 31, 2015, KPMG LLP confirmed that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and also that they are independent accountants under all relevant U.S. professional and regulatory standards. Deloitte & Touche LLP, an independent registered public accounting firm, is independent with respect to Columbia within the meaning of the Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States).

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been or will be filed with the SEC as part of the registration statement of which this prospectus forms a part: the documents referred to under "Documents Incorporated by Reference"; consent of KPMG LLP; consent of Deloitte & Touche LLP, consent of Blake, Cassels & Graydon LLP; consent of Stikeman Elliott LLP; consent of Mayer Brown LLP; consent of Norton Rose Fulbright Canada LLP, powers of attorney from directors and officers of TCPL; and copies of the form of each of the agreements listed under the heading "Material Contracts".

TRANSFER AGENT AND REGISTRAR AND EXCHANGE TRUSTEE

CST Trust Company will be appointed as transfer agent, registrar, Indenture Trustee and Exchange Trustee in respect of the Trust Notes — Series 2017-A. The Trust Notes — Series 2017-A will be issued in book-entry only form through the Clearing Agency. See "Description of the Trust Securities — Trust Notes — Series 2017-A — Book-Entry Only Form".

ENFORCEMENT OF CIVIL LIABILITIES

The Trust is organized and TCPL is incorporated in Canada. Some of the directors and officers of TCPL, and some of the experts named in this prospectus, are residents of Canada or otherwise reside outside the U.S., and all or a substantial portion of their assets, and a substantial portion of the assets of TCPL, are located outside the U.S. The Trust and TCPL have appointed an agent for service of process in the U.S., but it may be difficult for holders of the Trust Notes — Series 2017-A who reside in the U.S. to effect service within the U.S. upon those directors, officers and experts who are not residents of the U.S. It may also be difficult for holders of the Trust Notes — Series 2017-A who reside in the U.S. to realize in the U.S. upon judgments of courts of the U.S. predicated upon the civil

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liability of the Trust or TCPL and the civil liability of the directors and officers of TCPL and experts under U.S. federal securities laws.

The Trust and TCPL have been advised by their Canadian counsel, Blake, Cassels & Graydon LLP, that a judgment of a U.S. court predicated solely upon civil liability under U.S. federal securities laws would probably be enforceable in Canada if the U.S. court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. The Trust and TCPL have also been advised by Blake, Cassels & Graydon LLP, however, that there is real doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon U.S. federal securities laws.

The Trust and TCPL filed with the SEC, concurrently with their registration statement on Form F-10, an appointment of agent for service of process on Form F-X. Under the Form F-X, TCPL and the Trust appointed TransCanada PipeLine USA Ltd. as its agent for service of process in the U.S. in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving the Trust or TCPL in a U.S. court arising out of or related to or concerning an offering of securities under this prospectus.

U.S.$1,250,000,000

TRANSCANADA TRUST

Trust Notes – Series 2017-A Due , 2077

The Trust Notes – Series 2017-A are guaranteed on a subordinated basis by
TRANSCANADA PIPELINES LIMITED

PROSPECTUS
, 2017

Joint Book-Running Managers and Co-Structuring Agents


Deutsche Bank Securities				J.P. Morgan

PART II

INFORMATION NOT REQUIRED TO BE
DELIVERED TO OFFEREES OR PURCHASERS

Indemnification of Certain Persons

TransCanada PipeLines Limited

Section 124 of the Canada Business Corporations Act ("CBCA") and Section 6 of By-Law No. 1 of TCPL provide for the indemnification of directors and officers of TCPL. Under these provisions, TCPL shall indemnify a director or officer of TCPL, a former director or officer, and may indemnify an individual who acts or acted at TCPL's request as a director or officer or in a similar capacity of another entity (collectively, an "Indemnified Person") against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the Indemnified Person in respect of any civil, criminal, administrative, investigative or other proceeding (other than in respect to an action by or on behalf of TCPL to procure a judgment in its favor) in which the individual is involved because of that association with TCPL or other entity, if the Indemnified Person fulfills the following two conditions: (a) he or she acted honestly and in good faith with a view to the best interests of TCPL or in the best interests of such other entity as applicable and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. In respect of an action by or on behalf of TCPL or such other entity to procure a judgment in its favor, TCPL, with the approval of a court, may indemnify an Indemnified Person against all costs, charges and expenses reasonably incurred by him or her in connection with such action if he or she fulfills the conditions set out in clauses (a) and (b) of the previous sentence. Notwithstanding the foregoing, an Indemnified Person is entitled to indemnification from TCPL in respect of all costs, charges and expenses reasonably incurred by him or her in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which he or she is made a party by reason of his or her association with TCPL or such other entity if he or she fulfills the conditions in clauses (a) and (b) of this paragraph and was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done.

Insofar as indemnification for liabilities arising under the United States Securities Act of 1933, as amended (the "Securities Act") may be permitted to directors, officers or controlling persons of TCPL pursuant to the provisions described above, or otherwise, TCPL has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

TCPL maintains directors' and officers' liability insurance with policy limits, subject to the insurance policy terms and conditions, of U.S.$200,000,000 in the aggregate, subject to a deductible in respect of corporate reimbursement of U.S.$5,000,000 for each loss and a separate policy with a limit of U.S.$50,000,000 for non-indemnifiable losses only. Generally, under this insurance TCPL is reimbursed for payments in excess of the deductible made under corporate indemnity provisions on behalf of its directors and officers, and individual directors and officers (or their heirs and legal representatives) are covered for losses arising during the performance of their duties for which they are not indemnified by TCPL. Noteworthy exclusions from coverage are: claims arising from illegal acts, those acts which result in illegal personal profit, violation of any fiduciary duty under the United States of America Employee Retirement Income Security Act of 1974, pollution damage (except for resultant shareholder actions), bodily injury, property damage or engineering professional services and claims brought by a director or officer against TCPL, or another director or officer or by TCPL against a director or officer except for shareholder derivative actions not assisted in by a director or officer of TCPL.

The foregoing is a description of the provisions of Section 124 of the CBCA and TCPL's By-Law No. 1 regarding indemnification of directors and officers of TCPL and TCPL's directors' and officers' liability insurance in effect as of February 17, 2017.

Additionally, directors and officers of TCPL are party to indemnity agreements with TCPL pursuant to which TCPL has agreed to indemnify such directors and officers from liability arising in connection with the performance of their duties. Such indemnity agreements conform with the provisions of the CBCA.

II-1

TransCanada Trust

The Trust's Declaration of Trust and the Administration Agreement, dated as of September 16, 2014, among the Trust, TCPL, as administrative agent (the "Administrative Agent"), and Valiant Trust Company, as trustee (the "Administration Agreement"), provide that the Trust will indemnify and hold harmless the Administrative Agent, and its directors, officers, employees, agents and representatives (collectively, the "Trust Indemnified Persons") in respect of (i) any liability and all costs, charges and expenses sustained or incurred in respect of any action, suit or proceeding that is or is proposed to be brought or commenced against the Trust Indemnified Persons, as the case may be, for or in respect of anything done or permitted to be done in respect of the execution of the obligations, duties, responsibilities, powers, discretions and authorities of the Administrative Agent under the Trust's Declaration of Trust or the Administration Agreement and (ii) all other costs, charges, taxes, penalties and interest in respect of unpaid taxes and all other expenses and liabilities sustained or incurred by the Administrative Agent in respect of the administration or termination of the Trust. A Trust Indemnified Person shall not be indemnified if the particular loss, damage or expense is attributable to the gross negligence, wilful misconduct, dishonesty, bad faith or fraud of the Administrative Agent in the performance of such obligations, duties, responsibilities, powers, discretions or authorities under the Trust's Declaration of Trust or the Administration Agreement or to the Administrative Agent's failure to perform such obligations, duties, responsibilities, powers, discretions or authorities. Recovery by the Trust Indemnified Persons will be limited to the assets of the Trust pursuant to the Trust's Declaration of Trust and the Administration Agreement.

The Trust does not carry any insurance to cover such potential obligations and, to the Administrative Agent's knowledge, none of the foregoing parties are insured for losses for which the Trust has agreed to indemnify them.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Trust or the Administrative Agent pursuant to the provisions described above, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

The foregoing is a description of the provisions of the Trust's Declaration of Trust and the Administration Agreement regarding indemnification of the Administrative Agent in effect as of February 17, 2017.

II-2

EXHIBITS

Exhibit Number		Description

4.1		Audited comparative consolidated financial statements of TCPL as at December 31, 2016 and 2015 and for each of the years in the three-year period ended December 31, 2016, the notes thereto, and the auditors' report thereon (included as part of the Form 40-F filed with the Securities and Exchange Commission on February 17, 2017, incorporated by reference herein).
4.2		Management's Discussion and Analysis of Financial Condition and Results of Operations of TCPL as at and for the year ended December 31, 2016 (included as part of the Form 40-F filed with the Securities and Exchange Commission on February 17 2017, incorporated by reference herein).
4.3		Annual Information Form of TCPL for the year ended December 31, 2015, dated March 7, 2016 (included as part of the Form 40-F filed with the Securities and Exchange Commission on February 11, 2016, as amended by the Form 40-F/A filed with the Securities and Exchange Commission on March 14, 2016, and incorporated by reference herein).
4.4		Trust's Declaration of Trust, dated as of September 16, 2014, made by Valiant Trust Company (filed as Exhibit 4.6 to Form F-10 (333-203859) on May 5, 2015 and incorporated herein by reference).
4.5		Administration Agreement, dated as of September 16, 2014, between Valiant Trust Company and TCPL (filed as Exhibit 4.7 to Form F-10 (333-203859) on May 5, 2015 and incorporated herein by reference).
4.6		Material change report of TCPL dated April 7, 2016 filed with the Securities and Exchange Commission as part of a Form 6-K on April 7, 2016 and incorporated herein by reference.
4.8		Business acquisition report of TCPL dated July 22, 2016 filed with the Securities and Exchange Commission as part of a Form 6-K on July 22, 2016 and incorporated herein by reference.
*4.9		Form of Assignment and Set-Off Agreement among the Trust, TCPL, TransCanada Corporation and CST Trust Company.
*4.10		Form of Share Exchange Agreement among the Trust, TCPL and CST Trust Company.
*4.11		Form of Subordinated Note Purchase Agreement between the Trust and TCPL.
4.12		Credit Agreement, dated May 19, 2015, between the Trust and TCPL (filed as Exhibit 4.4 to the Trust's Form 6-K filed with the Securities and Exchange Commission on May 21, 2015 and incorporated herein by reference).
4.13		Subscription Agreement, dated May 19, 2015, between the Trust and TCPL (filed as Exhibit 4.5 to the Trust's Form 6-K filed with the Securities and Exchange Commission on May 21, 2015 and incorporated herein by reference).
4.14		Subscription Agreement, dated December 15, 2014, between the Trust and TCPL (filed as Exhibit 4.13 to Form F-10 (333-203859) on May 5, 2015 and incorporated herein by reference).
*4.15		Form of Underwriting Agreement among the Trust, TCPL, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC
*5.1		Consent of KPMG LLP.
*5.2		Consent of Deloitte & Touche LLP.
*5.3		Consent of Blake, Cassels & Graydon LLP.
*5.4		Consent of Mayer Brown LLP.
*5.5		Consent of Stikeman Elliott LLP.
*5.6		Consent of Norton Rose Fulbright LLP.

II-3

Exhibit Number		Description

**6.1		Power of attorney (included in the signature page to this Registration Statement).
7.1		Trust Indenture, dated as of May 20, 2015, between the Trust and CST Trust Company, as trustee (filed as Exhibit 7.1 to the Trust's Form 6-K filed with the Securities and Exchange Commission on May 21, 2015 and incorporated herein by reference).
*7.2		Form of Third Supplemental Indenture between TCPL, the Trust and CST Trust Company, as trustee to the Trust Indenture between the Trust and CST Trust Company, as trustee
7.3		Subordinated Notes Trust Indenture, dated as of May 20, 2015, between TCPL and Computershare Trust Company of Canada, as trustee (filed as Exhibit 7.3 to the Trust's Form 6-K filed with the Securities and Exchange Commission on May 21, 2015 and incorporated herein by reference).
*7.4		Form of Third Supplemental Indenture between TCPL and Computershare Trust Company of Canada, as trustee to the Subordinated Notes Trust Indenture between TCPL and Computershare Trust Company of Canada, as trustee

*: Filed herewith.
**: Previously filed.

II-4

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

The Registrants undertake to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process

(a): Concurrently with the filing of this Registration Statement, the Registrants are filing with the Commission a written irrevocable consent and power of attorney on Form F-X.
(b): Concurrently with the filing of this Registration Statement, CST Trust Company, Trustee under the Trust Indenture, is filing with the Commission a written irrevocable consent and power of attorney on Form F-X.
(c): Concurrently with the filing of this Registration Statement, Computershare Trust Company of Canada, Trustee under the Subordinated Notes Trust Indenture, is filing with the Commission a written irrevocable consent and power of attorney on Form F-X.
(d): Any change to the name or address of the agent for service of the Registrants, CST Trust Company or Computershare Trust Company of Canada shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the relevant registration statement.

III-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, Country of Canada, on the 24^th day of February, 2017.


		TRANSCANADA PIPELINES LIMITED
		By:		/s/ RUSSELL K. GIRLING Name: Russell K. Girling Title: President and Chief Executive Officer

III-2

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


* Russell K. Girling	Director, President and Chief Executive Officer (Principal Executive Officer)	February 24, 2017
* Donald R. Marchand	Executive Vice-President, Corporate Development and Chief Financial Officer (Principal Financial Officer)	February 24, 2017
* G. Glenn Menuz	Vice-President and Controller (Principal Accounting Officer)	February 24, 2017
* S. Barry Jackson	Director, Chair	February 24, 2017
* Kevin E. Benson	Director	February 24, 2017
* Derek H. Burney	Director	February 24, 2017
* Stéphan Crétier	Director	February 24, 2017
* John E. Lowe	Director	February 24, 2017
* Paula Rosput Reynolds	Director	February 24, 2017
* John Richels	Director	February 24, 2017
* Mary Pat Salomone	Director	February 24, 2017

III-3

Signature	Title	Date


* Indira V. Samarasekera	Director	February 24, 2017
* D. Michael G. Stewart	Director	February 24, 2017
* Siim A. Vanaselja	Director	February 24, 2017
* Richard E. Waugh	Director	February 24, 2017


By:		/s/ CHRISTINE R. JOHNSTON Name: Christine R. Johnston Title: Attorney- in- fact

III-4

SIGNATURES


		TRANSCANADA TRUST, by TRANSCANADA PIPELINES LIMITED, in its capacity as Administrative Agent
		By:		/s/ RUSSELL K. GIRLING Name: Russell K. Girling Title: President and Chief Executive Officer

III-5

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Amendment No. 1 to Registration Statement, solely in the capacity of the duly authorized representative of TransCanada PipeLines Limited and TransCanada Trust in the United States, on February 24, 2017 in Calgary, Alberta, Canada.

III-6

EXHIBIT INDEX

Exhibit Number		Description

4.1		Audited comparative consolidated financial statements of TCPL as at December 31, 2016 and 2015 and for each of the years in the three-year period ended December 31, 2016, the notes thereto, and the auditors' report thereon (included as part of the Form 40-F filed with the Securities and Exchange Commission on February 17, 2017, incorporated by reference herein).
4.2		Management's Discussion and Analysis of Financial Condition and Results of Operations of TCPL as at and for the year ended December 31, 2016 (included as part of the Form 40-F filed with the Securities and Exchange Commission on February 17 2017, incorporated by reference herein).
4.3		Annual Information Form of TCPL for the year ended December 31, 2015, dated March 7, 2016 (included as part of the Form 40-F filed with the Securities and Exchange Commission on February 11, 2016, as amended by the Form 40-F/A filed with the Securities and Exchange Commission on March 14, 2016, and incorporated by reference herein).
4.5		Trust's Declaration of Trust, dated as of September 16, 2014, made by Valiant Trust Company (filed as Exhibit 4.6 to Form F-10 (333-203859) on May 5, 2015 and incorporated herein by reference).
4.6		Administration Agreement, dated as of September 16, 2014, between Valiant Trust Company and TCPL (filed as Exhibit 4.7 to Form F-10 (333-203859) on May 5, 2015 and incorporated herein by reference).
4.7		Material change report of TCPL dated April 7, 2016 filed with the Securities and Exchange Commission as part of a Form 6-K on April 7, 2016 and incorporated herein by reference.
4.8		Business acquisition report of TCPL dated July 22, 2016 filed with the Securities and Exchange Commission as part of a Form 6-K on July 22, 2016 and incorporated herein by reference.
*4.9		Form of Assignment and Set-Off Agreement among the Trust, TCPL, TransCanada Corporation and CST Trust Company.
*4.10		Form of Share Exchange Agreement among the Trust, TCPL and CST Trust Company.
*4.11		Form of Subordinated Note Purchase Agreement between the Trust and TCPL.
4.12		Credit Agreement, dated May 19, 2015, between the Trust and TCPL (filed as Exhibit 4.4 to the Trust's Form 6-K filed with the Securities and Exchange Commission on May 21, 2015 and incorporated herein by reference).
4.13		Subscription Agreement, dated May 19, 2015, between the Trust and TCPL (filed as Exhibit 4.5 to the Trust's Form 6-K filed with the Securities and Exchange Commission on May 21, 2015 and incorporated herein by reference).
4.14		Subscription Agreement, dated December 15, 2014, between the Trust and TCPL (filed as Exhibit 4.13 to Form F-10 (333-203859) on May 5, 2015 and incorporated herein by reference).
*4.15		Form of Underwriting Agreement among the Trust, TCPL, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC
*5.1		Consent of KPMG LLP.
*5.2		Consent of Deloitte & Touche LLP.
*5.3		Consent of Blake, Cassels & Graydon LLP.
*5.4		Consent of Mayer Brown LLP.
*5.5		Consent of Stikeman Elliott LLP.
*5.6		Consent of Norton Rose Fulbright LLP.
**6.1		Power of attorney (included in the signature page to this Registration Statement).

Exhibit Number		Description

7.1		Trust Indenture, dated as of May 20, 2015, between the Trust and CST Trust Company, as trustee (filed as Exhibit 7.1 to the Trust's Form 6-K filed with the Securities and Exchange Commission on on May 21, 2015 and incorporated herein by reference).
*7.2		Form of Third Supplemental Indenture between TCPL, The Trust and CST Trust Company, as trustee to the Trust Indenture between the Trust and CST Trust Company, as trustee
7.3		Subordinated Notes Trust Indenture, dated as of May 20, 2015, between TCPL and Computershare Trust Company of Canada, as trustee (filed as Exhibit 7.3 to the Trust's Form 6-K filed with the Securities and Exchange Commission on on May 21, 2015 and incorporated herein by reference).
*7.4		Form of Third Supplemental Indenture between TCPL and Computershare Trust Company of Canada, as trustee to the Subordinated Notes Trust Indenture between TCPL and Computershare Trust Company of Canada, as trustee

*: Filed herewith.
**: Previously filed.

EX-4.9 2 a2231071zex-4_9.htm EX-4.9

Exhibit 4.9

TRANSCANADA TRUST

- and -

TRANSCANADA PIPELINES LIMITED

- and -

TRANSCANADA CORPORATION

- and -

CST TRUST COMPANY

ASSIGNMENT AND SET-OFF AGREEMENT

Trust Notes - Series 2017-A

Dated as of ·, 2017

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INTERPRETATION		2

1.1	Definitions	2

1.2	Additional Definitions	6

1.3	Headings	6

1.4	Extended Meanings	6

1.5	Date of Any Action	6

1.6	Payments	6

1.7	References to Statutes	6

1.8	Currency References	6

1.9	Rights of Set-Off	6

1.10	Schedules	7

ARTICLE 2 TRUST		7

2.1	Establishment of Trust	7

ARTICLE 3 DEFERRAL EVENT SUBSCRIPTION		7

3.1	Creation and Grant of the Deferral Event Subscription	7

3.2	Issuance of TCPL Deferral Preferred Shares	8

3.3	Deferral Dates	8

3.4	TCPL Covenants	8

3.5	TCC Covenants	9

3.6	Ineligible Persons	10

3.7	Assignment, Set-Off and Related Procedures	10

3.8	Delivery Mechanics	12

ARTICLE 4 COVENANTS, REPRESENTATIONS AND WARRANTIES		12

4.1	Certain Representations	12

4.2	Notification of Certain Events	12

4.3	Qualification of TCPL Deferral Preferred Shares	13

4.4	TCPL Support	13

4.5	Capital Reorganizations and Amalgamations of TCPL	14

ARTICLE 5 INDENTURE TRUSTEE		14

5.1	Powers and Duties of Indenture Trustee	14

5.2	No Conflict of Interest	15

5.3	Dealings with Transfer Agents, Registrars and the Clearing Agency	15

5.4	Books and Records	16

5.5	Indemnification Prior to Certain Actions by Indenture Trustee	16

5.6	Actions by Holders	16

5.7	Reliance upon Declarations	17

5.8	Evidence and Authority to Indenture Trustee	17

5.9	Experts, Advisers and Agents	18

5.10	Investment of Money Held by or on behalf of Indenture Trustee	18

5.11	Indenture Trustee Not Required to Give Security	19

5.12	Indenture Trustee Not Bound to Act on Request	19

5.13	Authority to Carry on Business	19

5.14	Conflicting Claims	19

5.15	Acceptance of Bare Trust	20

5.16	Withholding Tax	20

5.17	Residency of Indenture Trustee	20

5.18	Tax Reports	20

5.19	Compliance with Privacy Legislation	21

5.20	Compliance with Anti-Money Laundering Legislation	21

ARTICLE 6 COMPENSATION		21

6.1	Fees and Expenses of Indenture Trustee	21

ARTICLE 7 INDEMNIFICATION AND LIMITATION OF LIABILITY		22

7.1	Indemnification of Indenture Trustee	22

7.2	Limitation of Liability	22

ARTICLE 8 CHANGE OF INDENTURE TRUSTEE		23

8.1	Resignation of Indenture Trustee	23

8.2	Removal of Indenture Trustee	23

8.3	Successor Indenture Trustee	23

8.4	Notice of Successor Indenture Trustee	24

ARTICLE 9 AMENDMENTS AND SUPPLEMENTAL AGREEMENTS		24

9.1	Ministerial Amendments	24

9.2	Meeting to Consider Amendments	24

9.3	Execution of Supplemental Agreements	25

ARTICLE 10 TERMINATION		25

10.1	Term	25

10.2	Survival of Agreement	25

ARTICLE 11 GENERAL		25

11.1	Severability	25

11.2	Enurement	26

11.3	Notices to Parties	26

11.4	Notice to Holders	27

11.5	Risk of Payments by Post	27

11.6	Counterparts	27

11.7	Jurisdiction	27

11.8	Exclusion of Contractual Liability	27

11.9	Appointment of Administrative Agent	27

iii

ASSIGNMENT AND SET-OFF AGREEMENT

ASSIGNMENT AND SET-OFF AGREEMENT dated as of ·, 2017,

AMONG:	TRANSCANADA TRUST (the “Trust”), a unit trust established under the laws of the Province of Ontario, by its administrative agent, TransCanada PipeLines Limited;

AND:	TRANSCANADA PIPELINES LIMITED (“TCPL”), a corporation existing under the laws of Canada;

AND:	TRANSCANADA CORPORATION (“TCC”), a corporation existing under the laws of Canada;

AND:	CST TRUST COMPANY (the “Indenture Trustee”), a trust company existing under the laws of Canada;

WHEREAS, the Trust has issued and outstanding voting trust units, all of which are owned by TCPL, $750,000,000 aggregate principal amount of unsecured, subordinated Trust Notes — Series 2015-A due May 20, 2075, and $1,200,000,000 aggregate principal amount of unsecured, subordinated Trust Notes — Series 2016-A due August 15, 2076, representing subordinated unsecured debt obligations of the Trust and for which it has also entered into assignment and set-off agreements on substantially the same terms as this Agreement;

WHEREAS, on the date hereof the Trust has issued and outstanding $· aggregate principal amount of unsecured, subordinated Trust Notes — Series 2017-A due ·, 2077 (the “Trust Notes — Series 2017-A”);

WHEREAS, TCPL wishes to grant the Deferral Event Subscription on the terms set forth in this Agreement;

WHEREAS, the Indenture Trustee, for and on behalf of the Holders, has been appointed pursuant to the Trust Indenture to irrevocably commit to the Deferral Event Subscription on the terms set forth in this Agreement;

WHEREAS, the parties to this Agreement desire to implement procedures whereby the Trust, TCPL and the Indenture Trustee will take all actions necessary to ensure that the Deferral Event Subscription is given proper effect;

WHEREAS, the parties to this Agreement desire to implement procedures whereby TCPL and TCC will take all actions necessary to ensure that the Dividend Stopper Undertaking is given proper effect; and

WHEREAS, these recitals and any statements of fact in this Agreement are made by TCPL and the Trust and not by the Indenture Trustee;

NOW, THEREFORE, in consideration of the respective covenants and agreements provided in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement,

“Administration Agreement” means the agreement between the Trust and TCPL dated September 16, 2014 pursuant to which TCPL, or any successor thereto, serves as administrative agent to the Trust, as amended from time to time.

“Administrative Agent” has the meaning ascribed thereto in the Administration Agreement.

“Affiliate” means, in respect of any Person, any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such Person; provided that the Trust and TCPL and its Affiliates shall be Affiliates for so long as TCPL and/or its Affiliates hold at least a majority of the voting trust units of the Trust. For the purposes of this definition, a Person will be deemed to be “controlled by” another Person if such other Person possesses directly, or indirectly, power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agreement” means this Assignment and Set-Off Agreement, including the Schedules, as amended, supplemented or restated from time to time; and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement in its entirety and each schedule, and not to any particular Article, section, subsection or other part of this Agreement.

“Applicable Laws” means the Applicable Laws as defined in Section 4.3.

“Authorized Investments” has the meaning ascribed thereto in the Share Exchange Agreement.

“Automatic Exchange” has the meaning ascribed thereto in the Share Exchange Agreement.

“Automatic Exchange Event” has the meaning ascribed thereto in the Share Exchange Agreement.

“Business Day” means a day on which TCPL, the Trust and the Indenture Trustee are open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or any statutory or civic holiday in the City of Toronto, Ontario, the City of Calgary, Alberta or the City of New York, New York.

“CBCA” means the Canada Business Corporations Act.

“Clearing Agency” means DTC and/or any other or additional organization that performs securities transfer, settlement, clearing and/or pledge services in relation to the Trust Notes — Series 2017-A or the TCPL Exchange Preferred Shares.

“Closing Date” means ·, 2017.

“Declaration of Trust” means the Declaration of Trust dated as of September 16, 2014 governing the Trust, as it may be amended, supplemented or restated from time to time.

“Deferral Date” means an Interest Payment Date in respect of which a Deferral Event has occurred and is continuing.

“Deferral Event” means, in respect of an Interest Payment Date, either a Missed Dividend Deferral Event or an Other Deferral Event.

“Deferral Event Notice” means the notice to be executed by TCPL in the form of Schedule B and delivered to the Indenture Trustee upon the occurrence of a Deferral Event.

“Deferral Event Subscription” means, in respect of a Deferral Event, the agreement created hereby among TCPL, each Holder of Trust Notes — Series 2017-A from time to time and the Indenture Trustee under which (i) subject to Section 3.6, TCPL undertakes to issue and transfer TCPL Deferral Preferred Shares to each Holder of Trust Notes — Series 2017-A who is entitled to receive a payment of interest on the Trust Notes — Series 2017-A on a Deferral Event, in each case in the number calculated in relation thereto in Section 3.3(a), and (ii) such Holder of Trust Notes — Series 2017-A, through the Indenture Trustee acting for and on its behalf, has irrevocably subscribed for and agreed to acquire such TCPL Deferral Preferred Shares for a purchase price equal to the Deferral Event Subscription Proceeds, in each case made and becoming effective at the times, on the basis, in the manner and subject to the terms contemplated in this Agreement.

“Deferral Event Subscription Proceeds” means, in respect of a Deferral Event, the subscription proceeds payable by a Holder of Trust Notes — Series 2017-A to TCPL in connection with a Deferral Event Subscription equal in the aggregate for the Holder to (i) the stated issue price of the applicable series of TCPL Deferral Preferred Shares, times (ii) the number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) to be delivered to or in respect of the Holder (including for greater certainty to the Indenture Trustee if the Holder is an Ineligible Person) as calculated in relation thereto in Section 3.3(a).

“Deferral Event Subscription Proceeds Assignment” has the meaning ascribed thereto in Section 3.7(d).

“Dividend Declaration Resumption Month” means the month following the first day on which, after TCPL Deferral Preferred Shares have been issued, no TCPL Deferral Preferred Shares are outstanding, being the month in which TCPL and TCC may resume declaring dividends on the TCPL Dividend Restricted Shares and TCC Dividend Restricted Shares, respectively.

“Dividend Restricted Period” means the period from and including a Deferral Date to, but excluding, the first day of the applicable Dividend Declaration Resumption Month.

“Dividend Stopper Undertaking” means, collectively, (a) the covenants of TCPL set forth in Section 3.4(a) and (b) of this Agreement and (b) the covenants of TCC set forth in Section 3.5 of this Agreement.

“DTC” means the Depository Trust Company and its nominees or any successors.

“Extraordinary Resolution” means an extraordinary resolution passed in accordance with Article 9 of the Trust Indenture.

“Holders” means the registered holders, whether holding on their own account or on behalf of beneficial owners, from time to time, of Trust Notes — Series 2017-A or TCPL Deferral Preferred Shares, as applicable, or, where the context requires, all of such holders, except that for purposes

of any withholding tax, Holders shall mean beneficial owners, from time to time, of Trust Notes — Series 2017-A or TCPL Deferral Preferred Shares, as applicable, or, where the context requires, all of such beneficial owners.

“Indenture Trustee” means CST Trust Company, in its capacity as trustee under the Trust Indenture and as bare trustee and nominee hereunder, and includes any successor trustee as may be appointed from time to time and any permitted assigns thereof.

“Ineligible Person” means any Person whose address is in, or whom TCPL or the Trust or the Transfer Agent has reason to believe is a resident of, any jurisdiction other than Canada or the United States, in each case to the extent that the issuance or delivery by TCPL or the Trust to such Person upon a Deferral Event, of TCPL Deferral Preferred Shares would require TCPL or the Trust to take any action to comply with securities or analogous laws of that other jurisdiction.

“Interest Payment Date” means, prior to and including ·, 2027, · (other than ·, 2017) and · and, starting ·, 2027, ·, ·, · and · of each year during which any Trust Notes — Series 2017-A are outstanding thereafter, until ·, 2077.

“Interest Period” means, initially, the period from and including the Closing Date to but excluding ·, 2017 and thereafter from and including each Interest Payment Date to, but excluding, the next following Interest Payment Date.

“Missed Dividend Deferral Event” means the failure of TCPL, other than during a Dividend Restricted Period, to declare cash dividends on TCPL Preferred Shares, if any, consistent with TCPL’s dividend practice in effect from time to time with respect to TCPL Preferred Shares, in each case in the last 90 days preceding the commencement of the Interest Period ending on the day preceding the relevant Interest Payment Date.

“Other Deferral Event” means the election by TCPL, at its sole option, prior to the commencement of the Interest Period ending on the day preceding the relevant Interest Payment Date, that holders of Trust Notes — Series 2017-A apply interest paid on the Trust Notes on the relevant Interest Payment Date to acquire TCPL Deferral Preferred Shares.

“Person” is to be broadly interpreted and includes an individual, a corporation, a limited liability company, an unlimited liability company, a limited or general partnership, a trust, an unincorporated organization, a joint venture and any other organization, whether or not a legal entity, a government of a country or any political subdivision of a country or any agency or department of any such government and the executors, administrators or other legal representatives of a Person in such capacity.

“Privacy Laws” has the meaning ascribed thereto in Section 5.19.

“Series 2017-A Indenture” means the Trust Indenture, as supplemented by the supplemental indenture dated as of the Closing Date between the Trust, the Indenture Trustee and TCPL, providing for, inter alia, the creation and issuance of the Trust Notes — Series 2017-A, as the same may be amended, supplemented or restated from time to time.

“Series 2017-A Trust Estate” means collectively the rights and obligations of the Holders hereunder and pursuant hereto in respect of the Deferral Event Subscription, the Dividend Stopper Undertaking and the covenants of TCPL and TCC contained in this Agreement and all

money and other rights or assets that may be held from time to time by the Indenture Trustee as bare trustee and nominee pursuant to this Agreement.

“Share Exchange Agreement” means the Share Exchange Agreement dated the date hereof among the Trust, TCPL and the Exchange Trustee, as amended from time to time.

“Tax Act” means the Income Tax Act (Canada).

“TCC” means TransCanada Corporation and its successors and assigns.

“TCC Common Shares” means the common shares of TCC.

“TCC Dividend Restricted Shares” means, collectively, any TCC Preferred Shares or, if no TCC Preferred Shares are then outstanding, the TCC Common Shares.

“TCC Preferred Shares” means collectively all of the preferred shares of TCC.

“TCPL” means TransCanada PipeLines Limited and its successors and assigns.

“TCPL Common Shares” means the common shares of TCPL.

“TCPL Deferral Preferred Share Provisions” means the series rights, privileges, restrictions and conditions attaching to TCPL Deferral Preferred Shares as set forth in Schedule A.

“TCPL Deferral Preferred Shares” means the first preferred shares of TCPL of each series issued to holders of Trust Notes from time to time in connection with the Deferral Event corresponding to such series, each of which series will be separately identified and provide for the TCPL Deferral Preferred Share Provisions subject to the specific terms that relate to such series.

“TCPL Dividend Restricted Shares” means, collectively, any TCPL Preferred Shares or, if no TCPL Preferred Shares are then outstanding, the TCPL Common Shares.

“TCPL Exchange Preferred Shares” means the applicable series of first preferred shares issued by TCPL following an Automatic Exchange under the Share Exchange Agreement.

“TCPL Preferred Shares” means collectively all of the preferred shares of TCPL (including the TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares).

“TCPL Sub Note — Series 2017-A” means the junior subordinated notes Series 2017-A issued by TCPL to the Trust (in an initial principal amount, on the date hereof, of $·).

“Transfer Agent” means the transfer agent from time to time for TCPL Deferral Preferred Shares.

“Trust Indenture” means the Trust Indenture dated as of the May 20, 2015 and entered into between the Trust and the Indenture Trustee, as it may be amended, supplemented or restated from time to time.

“Trust Notes” means the Trust Notes — Series 2017-A and any other instruments representing subordinated unsecured debt obligations of the Trust as may be issued and outstanding under the Series 2017-A Indenture from time to time.

“Trust Notes - Series 2017-A” has the meaning ascribed thereto in the recitals to this Agreement.

“Trust Notes — Series 2017-A Provisions” means the rights, privileges, restrictions and conditions attaching to the Trust Notes — Series 2017-A, as set forth in the Series 2017-A Indenture.

“Trustee” means Valiant Trust Company, the trustee of the Trust, and includes any successor to it which may become trustee of the Trust in accordance with Section 7.4 of the Declaration of Trust.

1.2 Additional Definitions

In addition, unless the context otherwise requires, the definitions in the Declaration of Trust and the Series 2017-A Indenture apply to this Agreement.

1.3 Headings

The division of this Agreement into Articles, Sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.4 Extended Meanings

In this Agreement words importing the singular number only shall include the plural and vice versa, and words importing gender include all genders.

1.5 Date of Any Action

If any date on which any action is required to be taken under this Agreement is not a Business Day, such action will be required to be taken on the next succeeding Business Day.

1.6 Payments

All payments to be made hereunder shall be made without interest and less any tax required by law to be deducted and withheld as provided under Section 5.16.

1.7 References to Statutes

Unless expressly stated otherwise, a reference to any statute shall be deemed to be a reference to that statute as in force from time to time, including any regulations, rules, policy statements, instruments or guidelines made under that statute, and to include any statute which may be enacted in substitution of that statute.

1.8 Currency References

All references to dollar ($) amounts shall, unless otherwise expressly indicated herein, be to United States dollars.

1.9 Rights of Set-Off

Each party may set-off against amounts owing by it hereunder to another Person any amounts owing or accruing due by such Person to it or any of its Affiliates, without duplication.

1.10 Schedules

The following Schedules form an integral part of this Agreement:

Schedule A	-	TCPL Deferral Preferred Share Provisions; and
Schedule B	-	Deferral Event Notice

ARTICLE 2
TRUST

2.1 Establishment of Trust

The Indenture Trustee shall hold the Series 2017-A Trust Estate as bare trustee and nominee in order to enable the Indenture Trustee to exercise the rights and enforce the obligations thereunder, and shall hold the other rights granted in or resulting from the Indenture Trustee being a party to this Agreement in order to enable the Indenture Trustee to exercise or enforce such rights, in each case as bare trustee and nominee for and on behalf of the Holders of Trust Notes — Series 2017-A, as provided in this Agreement. Except where the context otherwise requires, all references to the Indenture Trustee hereunder shall be to the Indenture Trustee in its capacity as bare trustee and nominee for and on behalf of the Holders of Trust Notes — Series 2017-A.

ARTICLE 3
DEFERRAL EVENT SUBSCRIPTION

3.1 Creation and Grant of the Deferral Event Subscription

(a) TCPL hereby grants the Deferral Event Subscription together with its undertaking to, and covenants in favour of, the Indenture Trustee, as bare trustee and nominee for and on behalf of, and for the use and benefit of, the Holders of Trust Notes — Series 2017-A, to give effect to the Deferral Event Subscription in accordance with and subject to the Trust Notes — Series 2017-A Provisions and the provisions of this Agreement. TCPL hereby acknowledges receipt from the Indenture Trustee, as bare trustee and nominee for and on behalf of the Holders of Trust Notes — Series 2017-A, of good and valuable consideration for such grant and covenant and the sufficiency thereof.

(b) The Indenture Trustee, for and on behalf of the Holders of Trust Notes — Series 2017-A, hereby grants its undertaking to, and covenants in favour of, TCPL to give effect to the Deferral Event Subscription in accordance with and subject to the Trust Notes — Series 2017-A Provisions and the provisions of this Agreement. The Indenture Trustee, for and on behalf of the Holders of Trust Notes — Series 2017-A, hereby acknowledges receipt from TCPL of good and valuable consideration for such grant and covenant and the sufficiency thereof.

(c) During the term of the trust created under this Agreement and subject to the terms and conditions of the Trust Notes — Series 2017-A Provisions and this Agreement, the Indenture Trustee shall possess and be vested with full legal right, entitlement and ownership to the rights arising from TCPL’s grant and covenant under Section 3.1(a) and the full power and authority of the Holders pursuant to and in accordance with the Trust Notes — Series 2017-A Provisions to perform the undertaking and covenant under Section 3.1(b). The Indenture Trustee shall be entitled to exercise all of the related rights, privileges and powers of, under and with respect to the grant and covenant under

Section 3.1(a), and to give effect to and perform the grant and covenant under Section 3.1(b), provided that the Indenture Trustee shall:

(i) hold the Deferral Event Subscription rights and the legal title thereto as bare trustee and nominee for and solely for the use and benefit of the Holders of Trust Notes — Series 2017-A and TCPL in accordance with and subject to the Trust Notes — Series 2017-A Provisions and this Agreement;

(ii) give effect to the Deferral Event Subscription in compliance with and subject to the Trust Notes — Series 2017-A Provisions and this Agreement; and

(iii) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Deferral Event Subscription rights, and the Indenture Trustee shall not exercise any related rights for any purpose, in each case other than pursuant to this Agreement.

3.2 Issuance of TCPL Deferral Preferred Shares

(a) A new series of TCPL Deferral Preferred Shares shall be issued by TCPL in respect of each Deferral Date.

(b) TCPL shall not at any time issue TCPL Deferral Preferred Shares except in accordance with the Series 2017-A Indenture.

3.3 Deferral Dates

(a) On each Deferral Date, interest payable on the Trust Notes — Series 2017-A on such Deferral Date to a particular Holder of Trust Notes — Series 2017-A shall be applied on behalf of holders of Trust Notes — Series 2017-A to acquire a new series of TCPL Deferral Preferred Shares, at a stated issue price of $1,000 per share, in accordance with the assignment and set-off procedures set forth in Section 3.7 hereof. A new series of TCPL Deferral Preferred Shares shall be issued by TCPL in respect of each Deferral Date. The number of applicable TCPL Deferral Preferred Shares (including fractional shares, if applicable) subscribed for by a Holder of Trust Notes — Series 2017-A shall equal (i) the amount of the interest payment on the Trust Notes — Series 2017-A that has not been paid in cash to such Holder on the Deferral Date, divided by (ii) the stated issue price of the applicable series of TCPL Deferral Preferred Shares.

(b) Whether or not a Deferral Event has occurred in respect of a particular Interest Payment Date shall be determined by TCPL in accordance with Section 3.7 prior to the commencement of the Interest Period ending on the day immediately preceding such Interest Payment Date. There shall be no limit on the number of times that Deferral Events may occur.

3.4 TCPL Covenants

So long as any Trust Notes — Series 2017-A are outstanding and are held by any Person other than TCPL or its Affiliates, TCPL covenants as follows for the benefit of the Holders of Trust Notes — Series 2017-A:

(a) if a Deferral Event has occurred and is continuing, TCPL shall not, during the applicable Dividend Restricted Period, declare dividends of any kind on any of the TCPL Dividend Restricted Shares;

(b) if a Deferral Event has occurred and is continuing, TCPL shall not make, and shall ensure that no subsidiary of TCPL makes, in each case during the applicable Dividend Restricted Period, any payment to holders of TCPL Dividend Restricted Shares in respect of dividends not declared or paid by TCPL (other than, for greater certainty, accrued and unpaid dividends on TCPL Deferral Preferred Shares that are redeemed) and TCPL shall not redeem any TCPL Dividend Restricted Shares other than TCPL Deferral Preferred Shares (which, for greater certainty, may be redeemed), and shall not, and shall ensure that no subsidiary shall, in each case during the applicable Dividend Restricted Period, purchase any TCPL Dividend Restricted Shares;

(c) TCPL shall not create or issue any preferred shares of TCPL which, in the event of insolvency or winding-up of TCPL, would rank in right of payment in priority to the TCPL Deferral Preferred Shares;

(d) prior to the issuance of any TCPL Deferral Preferred Shares in respect of a Deferral Event, TCPL shall not, without the prior approval of Holders of Trust Notes — Series 2017-A by Extraordinary Resolution, amend, delete or vary any of the rights, privileges, restrictions and conditions attaching to the TCPL Deferral Preferred Shares other than amendments, deletions or variations which do not negatively impact future holders of TCPL Deferral Preferred Shares and other than amendments that relate to the preferred shares of TCPL as a class; and

(e) TCPL shall not assign or otherwise transfer its obligations under this Agreement, except in the case of a merger, consolidation, amalgamation or reorganization or sale of substantially all of the assets of TCPL.

3.5 TCC Covenants

So long as any Trust Notes — Series 2017-A are outstanding and are held by any Person other than TCC, TCPL or their Affiliates, TCC covenants as follows for the benefit of the Holders of Trust Notes — Series 2017-A:

(a) if a Deferral Event has occurred and is continuing, TCC shall not, during the applicable Dividend Restricted Period, declare dividends of any kind on any of the TCC Dividend Restricted Shares; and

(b) if a Deferral Event has occurred and is continuing, TCC shall not make, and shall ensure that no subsidiary of TCC makes, in each case during the applicable Dividend Restricted Period, any payment to holders of TCC Dividend Restricted Shares or TCPL Dividend Restricted Shares in respect of dividends not declared or paid on such shares (other than, for greater certainty, accrued and unpaid dividends on TCPL Deferral Preferred Shares that are redeemed) and TCC shall not redeem any TCC Dividend Restricted Shares and shall not, and shall ensure that no subsidiary of TCC shall, in each case during the applicable Dividend Restricted Period, purchase any TCC Dividend Restricted Shares or TCPL Dividend Restricted Shares.

3.6 Ineligible Persons

As set out in the Series 2017-A Indenture, upon a Deferral Event, TCPL reserves the right not to issue TCPL Deferral Preferred Shares to any Ineligible Person. In those circumstances, TCPL will issue to the Indenture Trustee, and the Indenture Trustee will hold, all TCPL Deferral Preferred Shares that would otherwise be delivered to Ineligible Persons, and the Indenture Trustee will deliver such shares to a broker retained by TCPL for the purpose of effecting the sale (to Persons other than TCPL, its Affiliates and other Ineligible Persons) of such shares on behalf of such Ineligible Persons. Such sales, if any, may be made at any time and at any price and none of the Trust, the Indenture Trustee or TCPL will be subject to any liability for failing to sell such TCPL Deferral Preferred Shares on behalf of any such Ineligible Persons or at any particular price on any particular day. The net proceeds received by the Indenture Trustee from the sale of any such TCPL Deferral Preferred Shares will be divided among the Ineligible Persons in proportion to the number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) that would otherwise have been delivered to them, after deducting the costs of sale and any applicable withholding taxes. The Indenture Trustee shall make payment of the aggregate net proceeds to the Clearing Agency (if the Trust Notes — Series 2017-A are then held in the Book-Entry System) or to the registrar and transfer agent (in all other cases) for distribution to such Ineligible Persons in accordance with customary practices and procedures of the Clearing Agency, or otherwise.

3.7 Assignment, Set-Off and Related Procedures

In connection with the occurrence of any Deferral Event, and in respect of the related Deferral Date, the following provisions shall apply:

(a) TCPL shall notify the Indenture Trustee and the Trust at least 5 Business Days prior to the Interest Payment Date on which the Deferral Event will or is expected to occur and be continuing;

(b) the Trust shall calculate the sum of all of the Deferral Event Subscription Proceeds in respect of each related Deferral Event Subscription for all Holders of Trust Notes — Series 2017-A (for greater certainty, regardless of whether they are Ineligible Persons as of the Deferral Date), and the Trust shall advise the Indenture Trustee of such aggregate amount;

(c) as a precondition to the delivery of any certificate or other evidence of issuance representing any TCPL Deferral Preferred Shares or related rights following a Deferral Event, TCPL may require the Trust to obtain from any Holder of Trust Notes — Series 2017-A (and persons holding Trust Notes — Series 2017-A represented by such Holder of Trust Notes — Series 2017-A) a declaration, in form and substance satisfactory to TCPL, confirming compliance with any applicable regulatory requirements to establish that such Holder of Trust Notes — Series 2017-A is not, and does not represent, an Ineligible Person;

(d) TCPL hereby assigns, transfers and conveys to the Trust all of its right, title and interest in the Deferral Event Subscription Proceeds in respect of such Deferral Date payable to TCPL in connection with the Deferral Event Subscription in respect of such Deferral Date (the “Deferral Event Subscription Proceeds Assignment”);

(e) the interest payable to the Trust by TCPL on such Deferral Date pursuant to the TCPL Sub Note — Series 2017-A shall be and be deemed to have been satisfied to the extent of an amount equal to the aggregate Deferral Event Subscription Proceeds payable by the

Holders of Trust Notes — Series 2017-A in connection with the TCPL Deferral Preferred Shares to be issued on such Deferral Date pursuant to the Deferral Event Subscription Proceeds Assignment and TCPL shall only be required to pay cash to the Trust in an amount equal to the excess of the interest payable by TCPL pursuant to the TCPL Sub Note — Series 2017-A on such Deferral Date over the amount of such Deferral Event Subscription Proceeds;

(f) the Indenture Trustee, on behalf of Holders of Trust Notes — Series 2017-A, hereby agrees, without any further action being required by the Holders of Trust Notes — Series 2017-A, the Trust or TCPL, that the right of the Holders of Trust Notes — Series 2017-A to receive interest thereon in respect of such Deferral Date shall automatically be set off against the obligation of the Holders of Trust Notes — Series 2017-A to pay the cash subscription price for the Deferral Preferred Shares to the Trust corresponding to the applicable Deferral Event Subscription Proceeds, and the Holders of Trust Notes — Series 2017-A shall not be required to pay such subscription prices in cash; and

(g) for greater certainty, the parties agree that on each Deferral Date the application and effect of paragraphs (d), (e) and (f) of this Section 3.7 shall, for all purposes, constitute the satisfaction in full to the extent contemplated of the following obligations following the occurrence of a Deferral Event: (i) TCPL’s obligation to make the payments to the Trust under the TCPL Sub Note — Series 2017-A in accordance with the terms thereof in respect of such Deferral Date; (ii) the Trust’s obligation to pay interest payable on the Trust Notes — Series 2017-A to the Indenture Trustee as bare trustee for and on behalf of the Holders of the Trust Notes — Series 2017-A in respect of such Deferral Date; (iii) the Indenture Trustee’s obligation as bare trustee for and on behalf of the Holders of the Trust Notes — Series 2017-A to pay the interest received from the Trust to the Holders of the Trust Notes — Series 2017-A in respect of such Deferral Date; (iv) the Indenture Trustee’s obligation to exercise as bare trustee for and on behalf of the Holders of the Trust Notes — Series 2017-A the Deferral Event Subscription right and acquire as bare trustee for and on behalf of the Holders of the Trust Notes — Series 2017-A the TCPL Deferral Preferred Shares in respect of such Deferral Date; and (v) acknowledged receipt from TCPL that the TCPL Deferral Preferred Shares issuable pursuant to the Deferral Event Subscription have been fully paid for; provided, however, that TCPL’s obligation to issue the TCPL Deferral Preferred Shares to the Holders of the Trust Notes — Series 2017-A shall not be satisfied in full until such time as TCPL has issued such TCPL Deferral Preferred Shares to the Holders of Trust Notes — Series 2017-A in accordance with the terms hereof.

(h) TCPL shall promptly create, issue and (subject to Section 4.3) distribute such number of TCPL Deferral Preferred Shares (including fractional shares, if applicable), with a stated issue price of $1,000 per share, as are issuable pursuant to the Deferral Event Subscription;

(i) TCPL shall transfer and deliver to each Holder of Trust Notes — Series 2017-A who has not been identified by the Trust as an Ineligible Person pursuant to paragraph (c), from among the TCPL Deferral Preferred Shares issued in accordance with paragraph (h), a number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) calculated in respect of the Holder by dividing (x) the interest amount payable in respect of such Holder’s Trust Notes — Series 2017-A on the applicable Deferral Date, by (y) the stated issue amount of the Deferral Preferred Share issued by TCPL; and

(j) TCPL shall transfer and deliver to the Indenture Trustee, in respect of each Holder of Trust Notes — Series 2017-A who has been identified by the Trust as an Ineligible Person pursuant to paragraph (c), from among the TCPL Deferral Preferred Shares issued in accordance with clause (h), a number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) calculated in respect of the Holder by dividing (x) the interest amount payable in respect of such Holder’s Trust Notes — Series 2017-A on the applicable Deferral Date, by (y) the stated issue amount of the Deferral Preferred Share issued by TCPL, and the Indenture Trustee shall sell such Deferral Preferred Shares and distribute the net proceeds thereof as contemplated in Section 3.6.

This Section 3.7 shall constitute the irrevocable and unconditional authority, consent and direction by each Holder of the Trust Notes — Series 2017-A to the Indenture Trustee to agree to the provisions contained in this Section 3.7 and shall constitute good and sufficient authority for the Indenture Trustee to act in accordance herewith without any requirement for notice or further action on the part of any such Holder.

3.8 Delivery Mechanics

Promptly upon the occurrence of a Deferral Event, TCPL shall provide the Trustee with an executed Deferral Event Notice. On the Deferral Date to which the Deferral Event Notice relates, TCPL shall issue the aggregate number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) upon payment of the subscription price in accordance with Section 3.7. If the Trust Notes — Series 2017-A are then held in the Book-Entry System of the Clearing Agency, TCPL shall deliver to the Clearing Agency a global certificate representing the TCPL Deferral Preferred Shares, registered in the name of the Clearing Agency or its designated nominee as the Clearing Agency may direct for credit to the accounts of participants in the Clearing Agency’s Book-Entry System holding Trust Notes — Series 2017-A, as at the Deferral Date in respect of which the Deferral Event Notice was delivered, in accordance with their respective interests therein. In the event that the Trust Notes — Series 2017-A are then held in definitive registered form through physical certificates, TCPL shall promptly arrange for delivery to those Persons who were Holders of Trust Notes — Series 2017-A as at the close of business on the relevant Deferral Date of physical certificates representing the requisite number of such TCPL Deferral Preferred Shares at the last address of such Holders as shown on the register for the Trust Notes - Series 2017-A.

ARTICLE 4
COVENANTS, REPRESENTATIONS AND WARRANTIES

4.1 Certain Representations

TCPL hereby represents, warrants and covenants that it has: (i) authorized for issuance and will, at all times, keep available, free from pre-emptive and other rights, out of its authorized and unissued share capital, such number of TCPL Deferral Preferred Shares as may be required to enable TCPL to meet its obligations hereunder; and (ii) taken all necessary corporate action to enable TCPL to issue TCPL Deferral Preferred Shares in connection with the Deferral Events.

4.2 Notification of Certain Events

In order to assist TCPL and the Indenture Trustee to comply with their respective obligations hereunder, the Trust shall give TCPL and the Indenture Trustee notice of each of the following events at the times set forth below:

(a) any determination by the Trust to institute voluntary termination proceedings with respect to the Trust or to effect any other distribution of the assets of the Trust among its security holders for the purpose of winding-up its affairs, at least 60 days prior to the proposed effective date of such termination;

(b) immediately, upon the earlier of: (i) receipt by the Trust of notice of; and (ii) the Trust otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary termination of the Trust or to effect any other distribution of the assets of the Trust among its security holders for the purpose of winding-up its affairs;

(c) immediately upon any failure by the Trust to pay all or any part of the interest on the Trust Notes — Series 2017-A on any Interest Payment Date; and

(d) immediately upon the Trust making any determination to exercise any rights to redeem Trust Notes — Series 2017-A.

4.3 Qualification of TCPL Deferral Preferred Shares

TCPL covenants that if any TCPL Deferral Preferred Shares to be issued and delivered hereunder or pursuant to the TCPL Deferral Preferred Share Provisions or the Trust Notes — Series 2017-A Provisions require registration or qualification with or approval of or the filing of any document, including any prospectus or similar document, or the taking of any proceeding with or the obtaining of any order, ruling, approval or consent from any governmental or regulatory authority under any Canadian or United States federal or provincial or state, as applicable, law or regulation or pursuant to the rules and regulations of any Canadian or United States regulatory authority or the fulfilment of any other legal requirement (collectively, the “Applicable Laws”) before such TCPL Deferral Preferred Shares may be issued and delivered by TCPL to the Holders in connection with a Deferral Event, or in order that such TCPL Deferral Preferred Shares may be freely traded thereafter (except for any restrictions on ownership or transfer by reason of any Holder of TCPL Deferral Preferred Shares being a “control person” of TCPL for purposes of Canadian securities laws or by reason of any TCPL Deferral Preferred Shares being “control securities” for the purposes of United States securities laws), TCPL shall, in good faith, expeditiously take all such actions and do all such things as are necessary to cause such TCPL Deferral Preferred Shares to be duly registered, qualified or approved as and to the extent required for such purpose pursuant to Applicable Laws. TCPL represents and warrants that it has taken all actions and done all things as are necessary under Applicable Laws as they exist on the date hereof to cause the TCPL Deferral Preferred Shares to be issued and delivered in accordance with the provisions of this Agreement, the TCPL Deferral Preferred Share Provisions and the Trust Notes — Series 2017-A Provisions and to be freely tradable thereafter by the initial holder thereof, subject to the exceptions referred to above in this Section 4.3; provided, however, that a failure to take such actions or to do such things shall not affect, reduce or modify in any way the effectiveness of the Deferral Event Subscription as of the Deferral Date.

4.4 TCPL Support

So long as any Trust Notes — Series 2017-A or TCPL Deferral Preferred Shares are outstanding, TCPL shall perform all of the obligations to be performed by it hereunder in connection with the TCPL Deferral Preferred Share Provisions and the Deferral Event Subscription, as applicable, and shall exercise all of its rights with respect thereto in accordance with the Declaration of Trust, the Trust Indenture and the terms of this Agreement. All TCPL Deferral Preferred Shares issued to Holders of Trust Notes — Series 2017-A, pursuant to the Deferral Event Subscription shall be duly issued as fully paid and non-assessable shares in the capital of TCPL, free of pre-emptive rights and shall be free and clear of any lien,

claim, encumbrance, security interest or adverse claim. Without limiting the generality of the immediately preceding sentence, TCPL covenants that it shall, in a timely manner, transfer or arrange to transfer to such account in the Book-Entry System as the Indenture Trustee may direct, from time to time, the appropriate number of TCPL Deferral Preferred Shares (including fractional shares, if applicable), and supply the Indenture Trustee with duly executed share certificates, as applicable, so as to enable the exercise, from time to time, of the Deferral Event Subscription or the TCPL Deferral Preferred Share Provisions, as the case may be, in accordance with the Trust Notes — Series 2017-A Provisions, the TCPL Deferral Preferred Share Provisions and the provisions of this Agreement.

4.5 Capital Reorganizations and Amalgamations of TCPL

In the event of a capital reorganization, consolidation, merger or amalgamation or sale of substantially all of the assets of TCPL or comparable transaction affecting the TCPL Deferral Preferred Shares, TCPL covenants to take all necessary action to ensure that the Indenture Trustee or Holders of Trust Notes — Series 2017-A, as the case may be, receive, pursuant to the Deferral Event Subscription, after such capital reorganization, consolidation, merger, amalgamation, sale of substantially all assets or comparable transaction, the number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) or other securities or consideration of TCPL or an entity resulting, surviving or continuing from the capital reorganization, consolidation, merger, amalgamation, sale of substantially all assets or comparable transaction that the Indenture Trustee or such Holders of Trust Notes — Series 2017-A would have received if the Deferral Event occurred immediately prior to the record date of the capital reorganization, consolidation, merger, amalgamation, sale of substantially all assets or comparable transaction.

ARTICLE 5
INDENTURE TRUSTEE

5.1 Powers and Duties of Indenture Trustee

In addition to and without limiting the Trust Indenture, the rights, powers, duties and authorities of the Indenture Trustee under this Agreement, in its capacity as Indenture Trustee, are as follows:

(a) receiving and holding each Deferral Event Subscription and TCPL’s undertaking and covenant in relation to each Deferral Event Subscription as bare trustee and nominee and effecting the Holders’ undertaking and covenant in relation to each Deferral Event Subscription for and on behalf of each applicable Holder, in each case in accordance with the provisions of this Agreement;

(b) acting for and on behalf of the Holders of Trust Notes — Series 2017-A to implement and give effect to the undertaking and covenant of the Holders with respect to the Deferral Event Subscription;

(c) enforcing the benefit of and giving effect to the Deferral Event Subscription rights in accordance with the Trust Notes — Series 2017-A Provisions and this Agreement and, in connection therewith, distributing or causing to be distributed to the applicable Holders TCPL Deferral Preferred Shares and cheques, if any, to which such Holders may become entitled hereunder in connection with a Deferral Event;

(d) holding and administering the Series 2017-A Trust Estate in accordance with the terms of this Agreement;

(e) investing any money forming, from time to time, part of the Series 2017-A Trust Estate as provided in this Agreement;

(f) subject to this Article 5, taking action at the direction of any Holder to enforce the obligations of the Trust or TCPL under this Agreement; and

(g) taking such other actions and doing such other things as are specifically provided for in this Agreement.

In the exercise of such rights, powers, duties and authorities, the Indenture Trustee shall have (and is granted) such incidental and additional rights, powers and authority not in conflict with any of the provisions of this Agreement, the Trust Notes — Series 2017-A Provisions and the TCPL Deferral Preferred Share Provisions relating to the Indenture Trustee as are reasonably required for the Indenture Trustee to carry out its duties under this Agreement. Any exercise of such discretionary rights, powers and authorities by the Indenture Trustee shall be final, conclusive and binding upon all Persons. For greater certainty, with respect to the Trust Notes — Series 2017-A and the TCPL Deferral Preferred Shares, the Indenture Trustee shall have only those duties as are set out specifically in this Agreement. The Indenture Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in good faith with a view to the best interests of the Holders and shall exercise the care, diligence and skill that a reasonably prudent trustee, nominee and agent would exercise in comparable circumstances. The Indenture Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Indenture Trustee be required to take any notice of, or to do or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notice shall specify the default or breach desired to be brought to the attention of the Indenture Trustee and in the absence of such notice the Indenture Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained in this Agreement.

5.2 No Conflict of Interest

The Indenture Trustee represents to the Trust and TCPL that, at the date of execution and delivery of this Agreement, there exists no material conflict of interest in the role of the Indenture Trustee as a fiduciary hereunder. The Indenture Trustee shall, within 90 days after it becomes aware that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 8. If, notwithstanding the foregoing provisions of this Section 5.2, the Indenture Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Indenture Trustee contravenes the foregoing provisions of this Section 5.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Indenture Trustee be replaced as bare trustee and nominee under this Agreement.

5.3 Dealings with Transfer Agents, Registrars and the Clearing Agency

In addition to and without limiting the Trust Indenture, the Trust and TCPL severally and irrevocably authorize the Indenture Trustee, from time to time, to:

(a) consult, communicate and otherwise deal with the Trustee and the respective registrars and transfer agents, and any such subsequent registrar or transfer agent, of the Trust Notes — Series 2017-A and TCPL Deferral Preferred Shares;

(b) if applicable, consult, communicate and otherwise deal with the Clearing Agency; and

(c) requisition, from time to time, from such registrar or transfer agent or the Clearing Agency any information readily available from the records maintained by any such entity which the Indenture Trustee may reasonably require for the discharge of its duties and responsibilities under the Trust Notes — Series 2017-A Provisions, the TCPL Deferral Preferred Share Provisions and this Agreement.

5.4 Books and Records

The Indenture Trustee shall keep available for inspection by TCPL and the Trust, at the Indenture Trustee’s principal office in Calgary, Alberta, correct and complete books and records of account relating to the Indenture Trustee’s actions under this Agreement. On or before March 1 in every year, the Indenture Trustee shall transmit to TCPL and the Trust a brief report, dated as of December 31 in the immediately preceding year, with respect to: (i) the Series 2017-A Trust Estate as of that date; and (ii) all other actions taken by the Indenture Trustee in the performance of its duties under this Agreement which it had not previously reported.

5.5 Indemnification Prior to Certain Actions by Indenture Trustee

Notwithstanding any other provision of this Agreement, and in addition to and without limiting the Trust Indenture, the Indenture Trustee shall only be required to exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the written request, order or direction of any Holder upon such Holder furnishing to the Indenture Trustee reasonable funds, security and indemnity satisfactory to the Indenture Trustee, acting reasonably, against the costs, expenses and liabilities that may be incurred by the Indenture Trustee therein or thereby, provided that no Holder will be obligated to furnish to the Indenture Trustee any such funding, security or indemnity in connection with the exercise, but not the enforcement, by the Indenture Trustee of any of its rights, duties, powers and authorities vested in it by this Agreement. None of the provisions contained in this Agreement shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties or authorities under this Agreement nor limits the Indenture Trustee, acting reasonably, from requesting an indemnity, before any exercise or enforcement of rights. In addition, the Indenture Trustee shall disburse funds only to the extent that funds have been deposited with it.

5.6 Actions by Holders

No Holder shall have the right to institute any action, suit or proceeding or to exercise any other remedy authorized by this Agreement for the purpose of enforcing any of its rights or for the execution of any trust, power or obligation hereunder unless the Holder has requested in writing the Indenture Trustee to take or institute such action, suit or proceeding and, subject to Section 5.5, furnished the Indenture Trustee with the funding, security and indemnity referred to in Section 5.5, and the Indenture Trustee shall have failed to act within a reasonable time thereafter. In such case, but not otherwise, the Holder shall be entitled to take proceedings in any court of competent jurisdiction, it being understood and intended that no one or more Holders shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by any such action, or to enforce any right hereunder, except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Indenture Trustee, except only as herein provided, and in any event for the benefit of all Holders.

5.7 Reliance upon Declarations

Without limiting the Trust Indenture, the Indenture Trustee shall not be considered to be in contravention of any of its rights, powers, duties and authorities hereunder if, when required, it acts and relies in good faith upon written notices, statutory declarations, certificates, opinions, reports or other papers or documents furnished pursuant to the provisions hereof, the Trust Notes — Series 2017-A Provisions or the TCPL Deferral Preferred Share Provisions or required by the Indenture Trustee to be furnished to it in the exercise of its rights, powers, duties and authorities hereunder and such notices, statutory declarations, certificates, opinions, reports or other papers or documents comply with this Agreement, nor shall the Indenture Trustee be responsible for relying on the accuracy of the information contained in any such document provided it honestly and in good faith believes such information to be correct. The Indenture Trustee shall not be responsible or liable in any manner for the sufficiency, genuineness, correctness or validity of any security deposited with it.

5.8 Evidence and Authority to Indenture Trustee

Without limiting the Trust Indenture, the Trust and/or TCPL shall furnish to the Indenture Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Trust and/or TCPL or the Indenture Trustee under this Agreement, the Trust Notes — Series 2017-A Provisions, the TCPL Deferral Preferred Share Provisions or as a result of any obligation or duty imposed under this Agreement, the Trust Notes — Series 2017-A Provisions or the TCPL Deferral Preferred Share Provisions, including in respect of the Deferral Event Subscription and the taking of any other action to be taken by the Indenture Trustee, at the request of or on the application of the Trust and/or TCPL forthwith if and when:

(a) such evidence is required by any other provision of this Agreement, the Trust Notes — Series 2017-A Provisions or the TCPL Deferral Preferred Share Provisions to be furnished to the Indenture Trustee in accordance with this Section 5.8; or

(b) the Indenture Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, the Trust Notes — Series 2017-A Provisions or the TCPL Deferral Preferred Share Provisions, gives the Trust and/or TCPL written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

Such evidence shall consist of a certificate signed by TCPL and/or by or on behalf of the Trust by an authorized signatory of the Administrative Agent or a statutory declaration stating that any such condition has been complied with in accordance with the terms of this Agreement and the Trust Notes — Series 2017-A Provisions or the TCPL Deferral Preferred Share Provisions, as applicable. Such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuator or other expert or any other Person whose qualifications give authority to a statement made by such Person, provided that if such report or opinion is furnished by TCPL and/or by or on behalf of the Trust by an authorized signatory of the Administrative Agent it shall be in the form of a certificate or a statutory declaration. Each statutory declaration, certificate, opinion or report furnished to the Indenture Trustee as evidence of compliance with a condition provided for in this Agreement, the Trust Notes — Series 2017-A Provisions or TCPL Deferral Preferred Share Provisions, as applicable, shall include a statement by the Person giving the evidence:

(c) declaring that such Person has read and understands the provisions of this Agreement, the Trust Notes — Series 2017-A Provisions and/or the TCPL Deferral Preferred Share Provisions, as applicable, relating to the condition in question;

(d) describing the nature and scope of the examination or investigation upon which such Person based the statutory declaration, certificate, statement or opinion; and

(e) declaring that such Person has made such examination or investigation as such Person believes is necessary to enable such Person to make the statements or give the opinions contained or expressed therein.

5.9 Experts, Advisers and Agents

In addition to and without limiting the Trust Indenture, the Indenture Trustee may:

(a) in relation to this Agreement, the Trust Notes — Series 2017-A Provisions and/or the TCPL Deferral Preferred Share Provisions, act and rely on the opinion or advice of, or information obtained from or prepared by, any solicitor, auditor, accountant, appraiser, valuator or other expert, whether retained by the Indenture Trustee or by the Trust and/or TCPL or otherwise, and may retain or employ such assistants as may be necessary to the proper determination and discharge of its powers, duties and obligations and the determination of its rights hereunder and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and

(b) retain or employ such agents and other assistants as it may reasonably require for the proper determination and discharge of its powers and duties hereunder, and may pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of its duties hereunder and compensation for all disbursements, costs and expenses made or incurred by it in the determination and discharge of its duties hereunder.

5.10 Investment of Money Held by or on behalf of Indenture Trustee

(a) Unless otherwise provided in this Agreement, any moneys held by or on behalf of the Indenture Trustee, which under the terms of this Agreement may or ought to be invested or which may be on deposit with the Indenture Trustee or which may be in the hands of the Indenture Trustee, may be invested and reinvested in the name or under the control of the Indenture Trustee, upon the written direction of the Trust, in Authorized Investments.

(b) Upon receipt of a direction from the Trust, the Indenture Trustee shall invest any moneys held by it in Authorized Investments in its name in accordance with such direction. Any direction from the Trust to the Indenture Trustee shall be in writing and shall be provided to the Indenture Trustee no later than 9:00 a.m. (Toronto time) on the day on which the investment is to be made. Any such direction received by the Indenture Trustee after 9:00 a.m. (Toronto time) or received on a non-Business Day shall be deemed to have been given prior to 9:00 a.m. (Toronto time) on the next Business Day.

(c) In the event that the Indenture Trustee does not receive a direction or only a partial direction, the Indenture Trustee may hold cash balances constituting part or all of the funds and may, but need not, invest same in the deposits of a Canadian chartered bank; but the Indenture Trustee and its Affiliates shall not be liable to account for any profit to any parties to this Agreement or to any Person other than at a rate, if any, established from time to time by the Indenture Trustee or its Affiliates or a Canadian chartered bank.

(d) The Indenture Trustee shall not be liable for any loss or losses realized on such investments, other than those related to the negligence, willful acts or defaults of the Indenture Trustee.

5.11 Indenture Trustee Not Required to Give Security

Without limiting the Trust Indenture, the Indenture Trustee shall not be required to give any bond or security in respect of the execution of the bare trusts, rights, duties, obligations, powers and authorities of this Agreement.

5.12 Indenture Trustee Not Bound to Act on Request

Except as otherwise specifically provided for in this Agreement, and without limiting the Trust Indenture, the Indenture Trustee shall not be required to act in accordance with any direction or request of the Trust and/or TCPL until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Indenture Trustee, and the Indenture Trustee shall be empowered to act and rely upon any such copy purporting to be authenticated and believed in good faith by the Indenture Trustee to be genuine. The Indenture Trustee shall retain the right not to act and shall not be held liable for refusing to act unless it receives documentation which complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment, except as otherwise provided herein.

5.13 Authority to Carry on Business

The Indenture Trustee represents to the Trust and/or TCPL that, at the date of execution and delivery by it of this Agreement, it is authorized to carry on the business of a trust company in the Province of Ontario but if, notwithstanding the provisions of this Section 5.13, it ceases to be so authorized to carry on business, the validity and enforceability of this Agreement, and the other rights granted in or resulting from the Indenture Trustee being a party to this Agreement, shall not be affected in any manner whatsoever by reason only of such event, but the Indenture Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in the Province of Ontario, either become so authorized or resign in the manner and with the effect specified in Article 8.

5.14 Conflicting Claims

Without limiting the Trust Indenture, if conflicting claims or demands are made or asserted with respect to any interest of any Holder in any Trust Notes — Series 2017-A or TCPL Deferral Preferred Shares, including any disagreement between the heirs, representatives, successors or assigns succeeding to all or any part of the interest of any Holder in any Trust Notes — Series 2017-A or TCPL Deferral Preferred Shares resulting in conflicting claims or demands being made in connection with such interest, then the Indenture Trustee shall be entitled, at its sole discretion, to refuse to recognize or to comply with any such claim or demand. In so refusing, the Indenture Trustee may elect not to exercise any rights subject to such conflicting claims or demands and, in so doing, the Indenture Trustee shall not be or become liable to any Person on account of such election or its failure or refusal to comply with any such conflicting claims or demands. The Indenture Trustee shall be entitled to continue to refrain from acting and to refuse to act until:

(a) the rights of all adverse claimants or other rights subject to such conflicting claims or demands have been adjudicated by a final judgment of a court of competent jurisdiction; or

(b) all differences or other rights subject to such conflicting claims or demands have been conclusively settled by a valid written agreement binding on all such adverse claimants, and the Indenture Trustee shall have been furnished with an executed copy of such agreement.

If the Indenture Trustee elects to recognize any claim or comply with any demand made by any such adverse claimant, it may in its discretion require such claimant to furnish such surety bond or other security satisfactory to the Indenture Trustee as it may deem appropriate to fully indemnify it as between all conflicting claims or demands.

5.15 Acceptance of Bare Trust

The Indenture Trustee hereby accepts the bare trust and duties created and provided for by and in this Agreement and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law, in bare trust, for TCPL and the various Persons who are from time to time Holders of Trust Notes — Series 2017-A, subject to all the terms and conditions herein set forth.

5.16 Withholding Tax

TCPL or the Indenture Trustee may deduct or withhold (or such amount shall be deducted or withheld in accordance with the customary practice and procedures of the Clearing Agency) from any payment, distribution or delivery to any Holder amounts required or permitted by law to be deducted or withheld from such Holder’s distribution, payment or delivery and shall remit such amounts to the relevant tax authority in the manner and within the time required by law. Where the cash component of any payment, distribution or delivery to be made to a Holder is less than the amount that TCPL or the Indenture Trustee is required or permitted to withhold, TCPL or the Indenture Trustee shall be permitted to withhold from any non-cash payment, distribution or delivery to be made to the Holder and to dispose or arrange to dispose of such property in order to remit any amount to the relevant tax authority as required. TCPL shall provide written direction to the Indenture Trustee as to such amounts to be deducted or withheld; provided, however, that the Indenture Trustee shall deduct or withhold from any Holder’s distribution or delivery any amount it is required by law to deduct and withhold, and shall remit such amount to the relevant tax authority in the manner and within the time required by law, notwithstanding the failure of TCPL to provide any such direction following a request therefor from the Indenture Trustee, and in so doing the Indenture Trustee shall be deemed to have complied with its obligations hereunder. The Indenture Trustee shall file in the manner and within the time required by law any required tax returns and provide any required information slips relating to such withholding or deduction.

5.17 Residency of Indenture Trustee

The Indenture Trustee hereby represents that it is a resident of Canada for the purposes of the Tax Act and the Indenture Trustee shall give the Trust and TCPL notice of any change in such status.

5.18 Tax Reports

The Trust shall be solely responsible for all tax processing relating to or arising from the duties or actions contemplated by this Agreement, including any inquiry, evaluation, reporting, remittance, filing and issuance of tax slips, summaries, reports, except as is specifically delegated to the Indenture Trustee pursuant to this Agreement or as may be agreed subsequently, as confirmed in writing by the parties.

Without limiting the Trust Indenture, the Indenture Trustee shall process only such tax matters as have been specifically delegated to it pursuant to this Agreement or as may be agreed subsequently, and in doing so, the Indenture Trustee does not undertake to carry out any inquiry, evaluation, reporting, remittance, filing or issuance of tax slips, summaries and reports necessary or incidental thereto, which shall remain the sole responsibility of the Trust. The Indenture Trustee shall be entitled to rely upon and assume, without further inquiry or verification, the accuracy and completeness of any tax processing information, documentation or instructions received by the Indenture Trustee, directly or indirectly, from or on behalf of the Trust.

5.19 Compliance with Privacy Legislation

The parties acknowledge that federal, provincial and/or state legislation in Canada or the United States that address the protection of individuals’ personal information (collectively, “Privacy Laws”) may apply to obligations and activities under this Agreement. Despite any other provision of this Agreement, no party shall take or direct any action that would contravene, or cause any other party to contravene, applicable Privacy Laws. The Indenture Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Indenture Trustee agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Agreement and not to use it for any other purpose except with the consent of or direction from the Trust and TCPL or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

5.20 Compliance with Anti-Money Laundering Legislation

The Indenture Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Indenture Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. The Trust hereby agrees that if any account to be opened, or interest to be held, by the Indenture Trustee in connection with this Agreement, for or to the credit of the Trust, is intended to be used by or on behalf of a third party, the Trust will complete and execute forthwith a declaration in the Indenture Trustee’s prescribed form as to the particulars of such third party.

ARTICLE 6
COMPENSATION

6.1 Fees and Expenses of Indenture Trustee

The Trust and TCPL jointly and severally agree to pay to the Indenture Trustee reasonable compensation for all of the services rendered by it under this Agreement and shall reimburse the Indenture Trustee for all reasonable expenses incurred by it in connection therewith (including, but not limited to, taxes and compensation paid to experts, counsel and advisors and disbursements, including the cost and expense of any suit or litigation of any character and any proceedings before any governmental agency reasonably incurred by the Indenture Trustee); provided that the Trust and TCPL shall have no obligation to reimburse the Indenture Trustee for any expenses or disbursements paid, incurred or suffered by the Indenture Trustee in any suit or litigation in which the Indenture Trustee is determined to have acted with fraud, negligence or wilful misconduct. For administrative purposes, the Indenture Trustee may invoice TCPL unless instructed otherwise.

ARTICLE 7
INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Indemnification of Indenture Trustee

In addition to and without limiting the Trust Indenture, the Trust and TCPL jointly and severally agree to indemnify and hold harmless the Indenture Trustee and each of its directors, officers, employees, representatives and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, costs, penalties, fines, taxes, assessments of additional taxes, interest or penalties or other governmental charges, including the withholding or deduction or the failure to withhold or deduct same, any liability for failure to obtain proper certifications or to properly report to government authorities, and reasonable expenses (including reasonable expenses of the Indenture Trustee’s legal counsel) which, without fraud, negligence or wilful misconduct on the part of such Indemnified Party, are paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Indenture Trustee’s acceptance or administration of the trust, its compliance with its duties set forth in this Agreement, or with any written or oral instructions delivered to the Indenture Trustee by the Trust or TCPL pursuant hereto (collectively, “Claims” and individually, a “Claim”). In no case will the Trust or TCPL be liable under this indemnity for any Claim if such Claim is incurred or suffered by reason of or as a result of the fraud, negligence or wilful misconduct of an Indemnified Party and unless the Trust and TCPL shall be notified by the Indenture Trustee of the written assertion of a Claim promptly after any of the Indemnified Parties shall have received any such written assertion of a Claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the Claim, provided that a failure or delay to so notify the Trust and TCPL shall not diminish the liability of the Trust and TCPL hereunder except to the extent that the Trust and TCPL are materially prejudiced by such failure or delay. Subject to (ii) below, the Trust and TCPL shall be entitled to participate at their own expense in the defence and, if the Trust or TCPL so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such Claim. The Indenture Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indenture Trustee unless: (i) the employment of such counsel has been authorized by the Trust or TCPL, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Indenture Trustee and the Trust or TCPL and the Indenture Trustee shall have been advised by counsel acceptable to the Trust and TCPL that there may be one or more legal defences available to the Indenture Trustee that are different from or in addition to those available to the Trust or TCPL and that an actual or potential conflict of interest exists (in which case the Trust and TCPL shall not have the right to assume the defence of such suit on behalf of the Indenture Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Indenture Trustee). This provision shall survive the resignation or removal of the Indenture Trustee or the termination of this Agreement.

7.2 Limitation of Liability

Without limiting the Trust Indenture, the Indenture Trustee shall not be held liable for any loss which may occur by reason of insolvency or termination of TCPL, the Trust or any Holder, as the case may be, or early termination of any investment under Section 5.10 or depreciation of the value of any part of the Series 2017-A Trust Estate or any loss incurred on any investment of funds pursuant to this Agreement, except to the extent that such loss is attributable to fraud, negligence or wilful misconduct on the part of the Indenture Trustee.

ARTICLE 8
CHANGE OF INDENTURE TRUSTEE

8.1 Resignation of Indenture Trustee

The Indenture Trustee, or any Indenture Trustee hereafter appointed, may at any time resign by giving written notice of such resignation to the Trust and TCPL specifying the date on which it desires to resign, provided that such notice shall be given in accordance with the Trust Indenture at least 60 days before such desired resignation date, unless the Trust and TCPL otherwise agree, and further provided that such resignation shall not take effect until the date of the appointment of a successor Indenture Trustee and the acceptance of such appointment by the successor Indenture Trustee, in each case in accordance with the Trust Indenture. Upon receiving such notice of resignation, the Trust and TCPL shall promptly appoint a successor Indenture Trustee in accordance with the Trust Indenture, which successor shall be a resident of Canada for the purposes of the Tax Act, by written instrument in duplicate, one copy of which shall be delivered to the resigning Indenture Trustee and one copy to the successor Indenture Trustee. Failing acceptance by a successor Indenture Trustee, a successor Indenture Trustee may be appointed in accordance with the Trust Indenture by an order of the Superior Court of Justice (Ontario) upon application of one or more of the parties hereto at the joint and several expense of the Trust and TCPL.

8.2 Removal of Indenture Trustee

The Indenture Trustee, or any Indenture Trustee hereafter appointed, may be removed in accordance with the Trust Indenture: (i) with cause or if the Indenture Trustee at any time ceases to be a resident of Canada for the purposes of the Tax Act by written instrument executed by the Trust and TCPL; or (ii) with or without cause by the Holders of Trust Notes — Series 2017-A pursuant to an Extraordinary Resolution and, if any TCPL Deferral Preferred Shares are outstanding, by the affirmative vote of Holders of the TCPL Deferral Preferred Shares passed in accordance with the TCPL Deferral Preferred Share Provisions (as though the removal were an amendment to the TCPL Deferral Preferred Share Provisions), in all cases, at any time on 60 days’ prior written notice, which notice shall be delivered to the Indenture Trustee so removed and to the successor Indenture Trustee in accordance with the Trust Indenture.

8.3 Successor Indenture Trustee

Any successor Indenture Trustee appointed in accordance with the Trust Indenture shall execute, acknowledge and deliver to the Trust and TCPL and to its predecessor Indenture Trustee an instrument accepting such appointment hereunder and under the Trust Indenture. Subject to the Trust Indenture, thereupon, the resignation or removal of the predecessor Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Indenture Trustee in accordance with the Trust Indenture. However, on the written request of the Trust and TCPL or of the successor Indenture Trustee, the Indenture Trustee ceasing to act shall, upon payment of any amounts then due to it pursuant to the provisions of this Agreement, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights and powers of the Indenture Trustee so ceasing to act. In addition to and without limiting the Trust Indenture, upon the request of any such successor Indenture Trustee, the Trust and TCPL, such predecessor Indenture Trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights and powers. Without limiting the Trust Indenture, any company into which the Indenture Trustee may be merged or with which it may be consolidated or amalgamated, or any company resulting or continuing from any merger, consolidation or amalgamation to which the Indenture Trustee is a party or any company to which the Indenture Trustee may transfer all or

substantially all of its corporate trust business, shall be a successor Indenture Trustee under this Agreement, without the execution or filing of any paper or further act on the part of any of the parties hereto.

8.4 Notice of Successor Indenture Trustee

Upon acceptance of appointment by a successor Indenture Trustee as provided in this Agreement, the Trust and TCPL shall cause to be mailed notice of the succession of such Indenture Trustee under this Agreement to each registered Holder. If the Trust or TCPL fails to cause such notice to be mailed within 10 days after acceptance of appointment by the successor Indenture Trustee, the successor Indenture Trustee shall cause such notice to be mailed at the expense of the Trust and TCPL.

ARTICLE 9
AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

9.1 Ministerial Amendments

The parties to this Agreement may in writing, at any time and from time to time, without the approval of the Holders, amend, supplement or modify this Agreement for the purposes of:

(a) adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunder;

(b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the mutual opinion of the Trust, TCPL and the Indenture Trustee and their respective counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make;

(c) making such changes or corrections which, on the advice of counsel to the Trust, TCPL and the Indenture Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that each of the Trust, TCPL and their respective counsel, and the Indenture Trustee based on the opinion of Counsel, shall be of the opinion that such changes or corrections shall not be prejudicial to the interests of the Holders as a whole; or

(d) making any additions to, deletions from or alterations of the provisions of this Agreement which, in the opinion of the Indenture Trustee and its counsel, shall not be prejudicial to the interests of the Holders as a whole or which, in the opinion of counsel to the Trust, TCPL and the Indenture Trustee, are necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Trust, TCPL, the Indenture Trustee or this Agreement.

9.2 Meeting to Consider Amendments

applicable, any proposed supplement, amendment or modification of this Agreement other than those referred to in Section 9.1. Any such meeting or meetings will be called and held in accordance with the Trust Indenture, TCPL Deferral Preferred Share Provisions (if applicable) and all Applicable Laws. Any supplement, amendment or modification referred to in this Section 9.2 shall be provided to the Indenture Trustee by the Trust or TCPL, as the case may be.

9.3 Execution of Supplemental Agreements

No supplement or amendment to, or modification or waiver of, any of the provisions of this Agreement shall be effective unless made in writing and signed by all of the parties hereto. Subject to compliance with all Applicable Laws, the Trust, TCPL and the Indenture Trustee may, subject to the provisions hereof, and shall, when so directed by this Agreement, from time to time, execute and deliver agreements or other instruments supplemental hereto, evidencing any such supplement, amendment, modification or waiver which thereafter shall form part hereof.

ARTICLE 10
TERMINATION

10.1 Term

This Agreement shall continue until the earliest to occur of the following events:

(a) no Trust Notes — Series 2017-A are outstanding and held by a Person other than TCPL or any of its Affiliates;

(b) each of the Trustee and TCPL elects in writing to terminate this Agreement and such termination is approved by the Holders in accordance with Section 9.2; and

(c) 21 years after the death of the last survivor of the descendants of Her Majesty Queen Elizabeth II of the United Kingdom of Great Britain and Northern Ireland living on the date of the creation of the Trust.

10.2 Survival of Agreement

This Agreement shall survive any termination of the bare trust created hereby and shall continue until there are no Trust Notes — Series 2017-A outstanding and held by a Person other than TCPL or any of its Affiliates and there are no TCPL Deferral Preferred Shares outstanding; provided, however, that the provisions of Article 6 and Article 7 shall survive any such termination of this Agreement.

ARTICLE 11
GENERAL

11.1 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not, in any way, be affected or impaired thereby and this Agreement shall be carried out as nearly as possible in accordance with its original terms and conditions.

11.2 Enurement

This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns and to the benefit of the Holders and their respective heirs, executors, personal representatives, successors and assigns.

11.3 Notices to Parties

All notices and other communications between the parties hereunder shall be in writing and shall be deemed to have been given if delivered personally or by confirmed telecopy to the parties at the following addresses (or at such other address for such party as shall be specified in notice given hereunder):

(a) if to TCPL:

TransCanada PipeLines Limited
450 - 1st Street SW
Calgary, Alberta
T2P 5H1

Attention: Corporate Secretary
Facsimile: (403) 920-2467

(b) if to the Trust:

TransCanada Trust
c/o Computershare Trust Company of Canada
530 8 Avenue SW
Calgary, Alberta
T2P 3S8

Attention: Manager, Corporate Trust
Facsimile: (403) 267-6598

CST Trust Company
600, the Dome Tower
333 — 7th Avenue SW
Calgary, Alberta
T2P 2Z1

Attention: Director, Corporate Trust
Facsimile: (403) 276-3916

Any notice or other communication given personally shall be deemed to have been given and received upon delivery thereof, unless given on a day that is not a Business Day in which case it shall be deemed to be given on the next following Business Day, and if given by telecopy shall be deemed to have been given and received on the date of receipt thereof unless such day is not a Business Day, in which case it shall be deemed to have been given and received upon the immediately following Business Day.

11.4 Notice to Holders

Any and all notices to be given and any documents to be sent to any Holder hereunder may be given or sent to the address of such Holder shown on the register of holders of Trust Notes — Series 2017-A or TCPL Deferral Preferred Shares, by prepaid first class mail or otherwise in any manner permitted by the Trust Notes — Series 2017-A Provisions or TCPL Deferral Preferred Share Provisions, as applicable, and shall be deemed to be received (if given or sent in such manner) at the time specified in the Trust Notes — Series 2017-A Provisions or TCPL Deferral Preferred Share Provisions.

11.5 Risk of Payments by Post

Whenever payments are to be made or documents are to be sent to any Holder by the Trust, TCPL or the Indenture Trustee, or by such Holder to the Trust, TCPL or the Indenture Trustee, the making of such payment or sending of such document through the post shall be at the risk of the Trust, TCPL or the Indenture Trustee, as applicable, in the case of payments made or documents sent by the Trust, TCPL or the Indenture Trustee, as applicable, and the Holder, in the case of payments made or documents sent by the Holder.

11.6 Counterparts

This Agreement may be executed by manual signature in counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed to constitute one and the same instrument.

11.7 Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.

11.8 Exclusion of Contractual Liability

In accordance with Section 7.15 of the Declaration of Trust, to the extent that this Agreement operates to create obligations of the Trustee, such obligations are not binding upon the Trustee except in its capacity as trustee of the Trust, nor shall resort be had to the property of the Trustee except in its capacity as Trustee of the Trust and only the assets of the Trust shall be so bound.

11.9 Appointment of Administrative Agent

The parties hereto acknowledge that the Trustee has appointed TCPL as Administrative Agent under the Administration Agreement and has delegated to it the powers (and TCPL has assumed the obligations) as set out in the Administration Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

	TRANSCANADA TRUST by its Administrative Agent, TRANSCANADA PIPELINES LIMITED

	By:
		Name: Joel E. Hunter Title: Vice-President, Finance and Treasurer

	By:
		Name: Christine R. Johnston Title: Vice-President, Law and Corporate Secretary


	TRANSCANADA PIPELINES LIMITED

	By:
		Name: Joel E. Hunter Title: Vice-President, Finance and Treasurer

	By:
		Name: Christine R. Johnston Title: Vice-President, Law and Corporate Secretary


	TRANSCANADA CORPORATION

	By:
		Name: Joel E. Hunter Title: Vice-President, Finance and Treasurer

	By:
		Name: Christine R. Johnston Title: Vice-President, Law and Corporate Secretary

	CST TRUST COMPANY, as Indenture Trustee

	By:
		Name: Nelia Andrade Title: Authorized Signatory

	By:
		Name: Monica Bynoe Title: Authorized Signatory

SCHEDULE A

TCPL DEFERRAL PREFERRED SHARE PROVISIONS

FIRST PREFERRED SHARES, SERIES-[·] DEFERRAL

There is hereby authorized and created a series of First Preferred Shares designated as the “First Preferred Shares, Series-[·] Deferral” (hereinafter referred to as the “Deferral Preferred Shares, Series-[·]”) consisting of up to [·] Deferral Preferred Shares. The Deferral Preferred Shares, Series-[·] may be issued in whole or in fractional shares, as provided below, and shall, in addition to the rights, privileges, restrictions and conditions attaching to the First Preferred Shares as a class (collectively and respectively, the “First Preferred Shares Class Provisions” and the “First Preferred Shares”), carry and be subject to the following rights, privileges, restrictions and conditions (collectively, the “Deferral Preferred Shares, Series-[·] Provisions”):

Dividends

1. The holders of the Deferral Preferred Shares, Series-[·] shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date, fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes as of the Issue Date, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Deferral Preferred Shares, Series-[·] then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends.

Liquidation, Dissolution or Winding-Up

2. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the holders of the Deferral Preferred Shares, Series-[·] in accordance with the First Preferred Shares Class Provisions, shall be entitled to receive the amount of $1,000 (less any amount that may have been returned to the holders of Deferral Preferred Shares, Series-[·] as a return of capital), together with an amount equal to all accrued and unpaid dividends thereon, which amount for such purposes shall be calculated as if such dividends were accruing for the period from the expiration of the last Dividend Period for which dividends thereon have been paid up to the date of such event, subject to any applicable withholding tax, the whole before any amount shall be paid or any property or assets of the

Corporation shall be distributed to the holders of the common shares or to the holders of any other shares ranking junior to the Deferral Preferred Shares, Series-[·]. After payment to the holders of the Deferral Preferred Shares, Series-[·] of the amount so payable to them they shall not be entitled to share in any other distribution of the property or assets of the Corporation.

Voting Rights

3. The holders of the Deferral Preferred Shares, Series-[·] shall not be entitled to receive notice of or attend any meeting of the shareholders of the Corporation or to vote at any such meeting unless and until the Corporation from time to time shall fail to pay in the aggregate six quarterly dividends on the Deferral Preferred Shares, Series-[·] on the dates on which the same should be paid according to the terms thereof, whether or not consecutive and whether or not dividends have been declared and whether or not there are any moneys of the Corporation properly applicable to the payment of dividends. Thereafter each holder of Deferral Preferred Shares, Series-[·] shall be entitled to receive notice of all meetings of shareholders and attend thereat and shall be entitled, at any and all such meetings, to one vote for each Deferral Preferred Share, Series-[·] held and shall continue to be entitled to notice and so to attend and vote until such time as all arrears of dividends on any outstanding Deferral Preferred Shares, Series-[·] shall have been paid, whereupon the rights of holders of Deferral Preferred Shares, Series-[·] to receive notice of meetings and to attend thereat and vote in respect of such Deferral Preferred Shares, Series-[·] shall cease unless and until six quarterly dividends on the Deferral Preferred Shares, Series-[·] shall again be in arrears and unpaid, whereupon the holders of the Deferral Preferred Shares, Series-[·] shall again have the right to receive notice and to attend and vote as above provided and so on from time to time.

Purchase for Cancellation

4. The Corporation may, at any time and from time to time, subject to the provisions of the Canada Business Corporations Act, and the provisions below under “Redemption” and “Restrictions on Payment of Dividends and Reduction of Junior Capital”, purchase for cancellation (if obtainable), in the manner provided in the First Preferred Shares Class Provisions, the whole or any part of the Deferral Preferred Shares, Series-[·] outstanding from time to time at any price, subject to any applicable withholding tax.

Redemption

5. Subject to the provisions of the Canada Business Corporations Act and the provisions below under “Restrictions on Payment of Dividends and Reduction of Junior Capital” the Corporation may redeem all, or from time to time any part, of the outstanding Deferral Preferred Shares, Series-[·], without the consent of the holders of the Deferral Preferred Shares, Series-[·], on not more than 60 days and not less than 30 days prior notice, at any time by the payment of an amount in cash for each such share so redeemed of $1,000 per share (such price being hereinafter referred to as the “Redemption Price”) together with an amount equal to all accrued and unpaid dividends thereon, subject to any applicable withholding tax, which amount for such purpose shall be calculated as if such dividends were accruing for the period from the expiration of the last Dividend Period for which dividends thereon have been paid up to the date of such redemption.

Restrictions on Payment of Dividends and Reduction of Junior Capital

6. So long as any of the Deferral Preferred Shares, Series-[·] are outstanding the Corporation shall not, without the approval of the holders of the Deferral Preferred Shares, Series-[·]:

(a) declare any dividend (other than stock dividends on shares ranking junior to the Deferral Preferred Shares, Series-[·]) on the common shares or any shares ranking junior to the Deferral Preferred Shares, Series-[·], or

(b) redeem, repurchase or otherwise retire any of the common shares or any other shares ranking junior to the Deferral Preferred Shares, Series-[·] (except out of the net cash proceeds of a substantially concurrent issue of shares ranking junior to the Deferral Preferred Shares, Series-[·]).

In addition, so long as any of the Deferral Preferred Shares, Series-[·] are outstanding the Corporation shall not, without the approval of the holders of the Deferral Preferred Shares, Series-[·], redeem, repurchase or otherwise retire: (i) less than all of the Deferral Preferred Shares, Series-[·] together with any other series of Deferral Preferred Shares of the Corporation that may be outstanding; or (ii) except pursuant to any purchase obligation, sinking fund, retraction privilege, or mandatory redemption provisions attaching to any series of preferred shares of the Corporation, any other shares ranking on parity with the Deferral Preferred Shares, Series-[·] (other than another series of Deferral Preferred Shares), unless, in each case, all dividends payable on the Deferral Preferred Shares, Series-[·], and on all other shares ranking prior to or on parity with the Deferral Preferred Shares, Series-[·], have been declared and paid or set apart for payment, subject to any applicable withholding tax.

Fractional Shares

7. The Deferral Preferred Shares, Series-[·] may be issued in whole or in fractional shares. Each fractional Deferral Preferred Shares, Series-[·] shall carry and be subject to the rights, privileges, restrictions and conditions (including voting rights and dividend rights) of the Deferral Preferred Shares, Series-[·] in proportion to the applicable fraction.

Deferral Preferred Shares, Series-[·] Definitions

8. The following terms shall have the following respective meanings:

“Business Day” means a day on which the Corporation is open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or any statutory or civic holiday in the City of Toronto, Ontario, the City of Calgary, Alberta or the City of New York, New York.

“Dollars”, “dollars” or the sign “$” shall be deemed to be a reference to lawful money of the United States.

“Dividend Payment Date” means March 31, June 30, September 30 and December 31 of each year during which any Deferral Preferred Shares, Series-[·] are issued and outstanding.

“Dividend Period” means, initially, the period from and including the Issue Date to but excluding the next following Dividend Payment Date, and thereafter the period from and including each Dividend Payment Date to, but excluding, the next following Dividend Payment Date (including any partial period as contemplated in section 1, above).

“Issue Date” means the date on which the Deferral Preferred Shares, Series-[·] are issued.

“Trust” means TransCanada Trust, a unit trust established under the laws of the Province of Ontario.

“Trust Notes” means the Trust Notes — Series 2017-A of the Trust, representing a series of junior subordinated unsecured debt obligations, due ·, 2077.

Amendments

9. Sections 1 to 11, inclusive, of these Deferral Preferred Shares, Series-[·] Provisions may be repealed, altered, modified, amended or amplified only with the sanction of the holders of the Deferral Preferred Shares, Series-[·] given as hereinafter specified in addition to any other approval required by the Canada Business Corporations Act.

Sanction by Holders of Deferral Preferred Shares, Series-[·]

10. The sanction by holders of the Deferral Preferred Shares, Series-[·] as to any and all matters referred to herein or as to any change adversely affecting the rights or privileges of the Deferral Preferred Shares, Series-[·] may be given and shall be deemed to have been sufficiently given if given by the holders of the Deferral Preferred Shares, Series-[·] in the manner provided in the First Preferred Shares Class Provisions with respect to the sanction of the holders of any series of the First Preferred Shares and the said provisions shall apply mutatis mutandis.

Tax Election

11. The Corporation shall elect, in the manner and within the time provided under section 191.2 of the Income Tax Act (Canada) or any successor or replacement provision of similar effect, to pay tax at a rate and take all other necessary action under such Act such that no holder of the Deferral Preferred Shares, Series-[·] will be required to pay tax on dividends received on the Deferral Preferred Shares, Series-[·] under section 187.2 of Part IV.1 of such Act or any successor or replacement provision of similar effect.

Non-Business Days

12. In the event that any date on which any dividend is payable by the Corporation, or any date on or by which any other action is required to be taken or determination made by the Corporation or the holders of Deferral Preferred Shares, Series-[·] hereunder, is not a Business Day, then such dividend shall be payable, or such other action shall be required to be taken or determination made, on or before the next succeeding day that is a Business Day.

SCHEDULE B

DEFERRAL EVENT NOTICE

TO:	CST Trust Company (the “Indenture Trustee”)

AND TO:	Valiant Trust Company (the “Trustee”)

In accordance with the provisions of an Assignment and Set-Off Agreement dated ·, 2017 (the “Agreement”) among TransCanada Trust, TransCanada PipeLines Limited (“TCPL”), TransCanada Corporation and the Indenture Trustee, TCPL hereby provides notice, pursuant to Section 3.8 of the Agreement, as to the occurrence of a “Deferral Event”, as defined in the Agreement, on [Date].

DATED at Toronto this day of , 20 .

		TRANSCANADA PIPELINES LIMITED

	Per:
		Name: Title:

	Per:
		Name: Title:

EX-4.10 3 a2231071zex-4_10.htm EX-4.10

Exhibit 4.10

TRANSCANADA TRUST

- and -

TRANSCANADA PIPELINES LIMITED

- and -

CST TRUST COMPANY

SHARE EXCHANGE AGREEMENT

Trust Notes — Series 2017-A

Dated as of ·, 2017

Table of Contents

		Page

ARTICLE 1 DEFINITIONS AND INTERPRETATION		1

1.1	Definitions	1
1.2	Additional Definitions	4
1.3	Headings	5
1.4	Extended Meanings	5
1.5	Date of Any Action	5
1.6	Payments	5
1.7	References to Statutes	5
1.8	Currency References	5
1.9	Rights of Set-Off	5
1.10	Schedules	5

ARTICLE 2 TRUST		5

2.1	Establishment of Trust	5

ARTICLE 3 AUTOMATIC EXCHANGE		6

3.1	Creation and Grant of Automatic Exchange	6
3.2	Limitation	6
3.3	Automatic Exchange	7
3.4	Idem	7
3.5	Procedure	7

ARTICLE 4 SERIES 2017-A SUBSCRIPTION RIGHT		8

4.1	Grant of Series 2017-A Subscription Right	8
4.2	Series 2017-A Subscription Right—Procedure	8
4.3	Idem	9

ARTICLE 5 COVENANTS, REPRESENTATIONS AND WARRANTIES		9

5.1	Certain Representations	9
5.2	Notification of Certain Events	9
5.3	Qualification of TCPL Exchange Preferred Shares	9
5.4	TCPL Support	10
5.5	Additional TCPL Covenants	10
5.6	Capital Reorganizations and Amalgamations of TCPL	11
5.7	Right not to Deliver TCPL Exchange Preferred Shares	11

ARTICLE 6 EXCHANGE TRUSTEE		12

6.1	Powers and Duties of Exchange Trustee	12
6.2	No Conflict of Interest	13
6.3	Dealings with Transfer Agents, Registrars and the Clearing Agency	13
6.4	Books and Records	13
6.5	Indemnification Prior to Certain Actions by Exchange Trustee	13
6.6	Actions by Holders	14
6.7	Reliance upon Declarations	14
6.8	Evidence and Authority to Exchange Trustee	14
6.9	Experts, Advisers and Agents	15
6.10	Investment of Money Held by or on behalf of Exchange Trustee	15
6.11	Exchange Trustee Not Required to Give Security	16
6.12	Exchange Trustee Not Bound to Act on Request	16
6.13	Authority to Carry on Business	16

Table of Contents (continued)

		Page

6.14	Conflicting Claims	16
6.15	Acceptance by Exchange Trustee	17
6.16	Withholding Tax	17
6.17	Residency of Exchange Trustee	17
6.18	Tax Reports	17
6.19	Compliance with Privacy Legislation	18
6.20	Compliance with Anti-Money Laundering Legislation	18

ARTICLE 7 COMPENSATION		18

7.1	Fees and Expenses of Exchange Trustee	18

ARTICLE 8 INDEMNIFICATION AND LIMITATION OF LIABILITY		18

8.1	Indemnification of Exchange Trustee	18
8.2	Limitation of Liability	19

ARTICLE 9 CHANGE OF EXCHANGE TRUSTEE		19

9.1	Resignation of Exchange Trustee	19
9.2	Removal of Exchange Trustee	19
9.3	Successor Exchange Trustee	20
9.4	Notice of Successor Exchange Trustee	20

ARTICLE 10 AMENDMENTS AND SUPPLEMENTAL AGREEMENTS		20

10.1	Ministerial Amendments	20
10.2	Meeting to Consider Amendments	21
10.3	Execution of Supplemental Agreements	21

ARTICLE 11 TERMINATION		21

11.1	Term	21
11.2	Survival of Agreement	22

ARTICLE 12 GENERAL		22

12.1	Severability	22
12.2	Enurement	22
12.3	Notices to Parties	22
12.4	Notice to Holders	23
12.5	Risk of Payments by Post	23
12.6	Counterparts	23
12.7	Jurisdiction	23
12.8	Exclusion of Contractual Liability	23
12.9	Appointment of Administrative Agent	24

SCHEDULE A TCPL EXCHANGE PREFERRED SHARE PROVISIONS		26

SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT dated as of ·, 2017,

AMONG: TRANSCANADA TRUST (the “Trust”), a unit trust established under the laws of the Province of Ontario, by its administrative agent, TransCanada PipeLines Limited;

AND: TRANSCANADA PIPELINES LIMITED (“TCPL”), a corporation existing under the laws of Canada;

AND: CST TRUST COMPANY (the “Exchange Trustee”), a trust company existing under the laws of Canada;

WHEREAS, the Trust has issued and outstanding voting trust units (the “Voting Trust Units”), all of which are owned by TCPL, $750,000,000 aggregate principal amount of unsecured, subordinated Trust Notes — Series 2015-A due May 20, 2075, and $1,200,000,000 aggregate principal amount of unsecured, subordinated Trust Notes — Series 2016-A due August 15, 2076, representing subordinated unsecured debt obligations of the Trust and for which it has also entered into share exchange agreements on substantially the same terms as this Agreement;

WHEREAS, TCPL wishes to grant the Automatic Exchange to the Exchange Trustee and the Series 2017-A Subscription Right to the Trust, in each case on the terms set forth in this Agreement;

WHEREAS, the Exchange Trustee, for and on behalf of the Holders, has been appointed pursuant to the Trust Indenture to irrevocably commit to the Automatic Exchange on the terms set forth in this Agreement;

WHEREAS, the parties to this Agreement desire to implement procedures whereby the Trust, TCPL and the Exchange Trustee will take all actions necessary to ensure that the Automatic Exchange and the Series 2017-A Subscription Right are given full and proper effect; and

WHEREAS, these recitals and any statements of fact in this Agreement are made by TCPL and the Trust and not by the Exchange Trustee;

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement,

“Administration Agreement” means the agreement between the Trustee and TCPL dated September 16, 2014 pursuant to which TCPL, or any successor thereto, serves as administrative agent to the Trust, as amended from time to time.

“Administrative Agent” has the meaning ascribed thereto in the Administration Agreement.

TCPL and its Affiliates shall be Affiliates for so long as TCPL and/or its Affiliates hold at least a majority of the voting trust units of the Trust. For the purposes of this definition, a Person will be deemed to be “controlled by” another Person if such other Person possesses directly, or indirectly, power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agreement” means this Share Exchange Agreement, including Schedule A, as amended, supplemented or restated from time to time; and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement in its entirety and each schedule, and not to any particular Article, section, subsection or other part of this Agreement.

“Applicable Laws” means the Applicable Laws as defined in Section 5.3.

“Assignment and Set-Off Agreement” means the Assignment and Set-Off Agreement dated the date hereof among the Trust, TCPL, TransCanada Corporation and the Indenture Trustee, as bare trustee and nominee on behalf of holders of Trust Notes, as amended from time to time.

“Authorized Investments” has the meaning ascribed thereto in the Trust Indenture.

“Authorized Officer” means any director or officer of TCPL, or a designated representative of TCPL designated in writing by any director or officer of TCPL.

“Automatic Exchange” means the automatic exchange of the Trust Notes — Series 2017-A for the right to be issued newly issued TCPL Exchange Preferred Shares upon the occurrence of an Automatic Exchange Event.

“Automatic Exchange Event” means an event giving rise to the Automatic Exchange, being the occurrence of any one of the following: (i) the making by TCC or TCPL of a general assignment for the benefit of its creditors or a proposal (or the filing of a notice of its intention to do so) under the Bankruptcy and Insolvency Act (Canada), (ii) any proceeding instituted by TCC or TCPL seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or TCPL or any substantial part of its property and assets in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent, (iii) a receiver, interim receiver, trustee or other similar official is appointed over TCC or TCPL or for any substantial part of its property and assets by a court of competent jurisdiction in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent; or (iv) any proceeding is instituted against TCC or TCPL seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or TCPL or any substantial part of its property and assets in circumstances where TCC or TCPL, as applicable, is adjudged a bankrupt or insolvent, and either such proceeding has not been stayed or dismissed within 60 days of the institution of any such proceeding or the actions sought in such proceedings occur (including the entry of an order for relief against TCC or TCPL or the appointment of a receiver, interim receiver, trustee, or other similar official for it or for any substantial part of its property and assets).

“Automatic Exchange Event Notice” has the meaning ascribed thereto in Section 3.4.

“Book-Entry System” has the meaning ascribed thereto in the Trust Indenture.

“Business Day” means a day on which TCPL, the Trust and the Indenture Trustee are open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or any statutory or civic

holiday in the City of Toronto, Ontario, the City of Calgary, Alberta or the City of New York, New York.

“Clearing Agency” means the Depository Trust Company and its nominee or any successors and/or any other or additional organization that performs securities transfer, settlement, clearing and/or pledge services in relation to the Trust Notes — Series 2017-A or the TCPL Exchange Preferred Shares.

“Declaration of Trust” means the Declaration of Trust dated as of September 16, 2014 governing the Trust, as it may be amended, supplemented or restated from time to time.

“Exchange Notice” has the meaning ascribed thereto in Section 3.5.

“Exchange Trustee” means CST Trust Company in its capacity as trustee and for and on behalf of the Holders under this Agreement, and, subject to Article 9, includes any successor Exchange Trustee and permitted assigns.

“Extraordinary Resolution” means an extraordinary resolution passed in accordance with Article 9 of the Trust Indenture.

“Holders” means the registered holders, whether holding on their own account or on behalf of beneficial owners, from time to time, of Trust Notes — Series 2017-A or TCPL Exchange Preferred Shares, as applicable, or, where the context requires, all of such holders, except that for purposes of any withholding tax, Holders shall mean beneficial owners, from time to time, of Trust Notes — Series 2017-A or TCPL Exchange Preferred Shares, as applicable, or, where the context requires, all of such beneficial owners.

“Indenture Trustee” means CST Trust Company, in its capacity as trustee under the Trust Indenture or such other successor trustee as may be appointed from time to time.

“Ineligible Person” means any Person whose address is in, or whom TCPL or the Trust or the Transfer Agent has reason to believe is a resident of, any jurisdiction other than Canada or the United States, in each case to the extent that: (i) the issuance or delivery by TCPL or the Trust to such Person of TCPL Exchange Preferred Shares following an Automatic Exchange would require TCPL or the Trust to take any action to comply with securities or analogous laws of that other jurisdiction; or (ii) withholding tax would be applicable in connection with the delivery to such Person of TCPL Exchange Preferred Shares following an Automatic Exchange.

“Interest Payment Date” means, prior to and including ·, 2027, · (other than ·, 2017) and · and, starting ·, 2027, ·, ·, · and · of each year during which the Trust Notes — Series 2017-A are outstanding thereafter, until ·, 2077.

“Privacy Laws” has the meaning ascribed thereto in Section 6.19.

“Series 2017-A Subscription Right” means the right granted by TCPL to the Trust to subscribe for TCPL Exchange Preferred Shares on the terms set forth in Article 4.

“Series 2017-A Trust Estate” means collectively the rights and obligations of the Holders hereunder and pursuant hereto in respect of the Automatic Exchange, the covenants of TCPL contained in this Agreement and all money and other rights or assets that may be held from time to time by the Exchange Trustee pursuant hereto.

“Subscription Notice” has the meaning ascribed thereto in Section 4.2.

“Tax Act” means the Income Tax Act (Canada).

“TCC” means TransCanada Corporation and its successors and assigns.

“TCPL” means TransCanada PipeLines Limited and its successors and assigns.

“TCPL Common Shares” means the common shares of TCPL.

“TCPL Deferral Preferred Shares” means each series of first preferred shares issued by TCPL in connection with the Assignment and Set-Off Agreement.

“TCPL Exchange Preferred Share Provisions” means the rights, privileges, restrictions and conditions attaching to TCPL Exchange Preferred Shares, as set forth in Schedule A.

“TCPL Exchange Preferred Shares” means the applicable series of first preferred shares of TCPL authorized or to be authorized by the Board in connection herewith.

“TCPL Preferred Shares” means collectively all of the preferred shares of TCPL (including the TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares).

“Time of Automatic Exchange” has the meaning ascribed thereto in Section 3.4.

“Transfer Agent” means the transfer agent from time to time for TCPL Exchange Preferred Shares.

“Trust Indenture” means the Trust Indenture dated as of May 20, 2015, as supplemented by the third supplemental indenture dated the date hereof, and entered into between the Trust, the Indenture Trustee and TCPL providing for, inter alia, the creation and issuance of the Trust Notes — Series 2017-A, as the same may be amended, supplemented or restated from time to time.

“Trust Notes — Series 2017-A” has the meaning ascribed thereto in the recitals to this Agreement.

“Trust Notes — Series 2017-A Provisions” means the rights, privileges, restrictions and conditions attaching to the Trust Notes — Series 2017-A, as set forth in the Trust Indenture.

“Voting Trust Units” has the meaning ascribed thereto in the recitals to this Agreement.

1.2 Additional Definitions

In addition, unless the context otherwise requires, the definitions in the Declaration of Trust and the Trust Indenture apply to this Agreement.

1.3 Headings

1.4 Extended Meanings

In this Agreement words importing the singular number only shall include the plural and vice versa, and words importing gender include all genders.

1.5 Date of Any Action

If any date on which any action is required to be taken under this Agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

1.6 Payments

All payments to be made hereunder shall be made without interest and less any tax required by law to be deducted and withheld as provided under Section 6.16.

1.7 References to Statutes

1.8 Currency References

All references to dollar ($) amounts shall, unless otherwise expressly indicated herein, be to United States dollars.

1.9 Rights of Set-Off

Each party may set-off against amounts owing by it hereunder to another Person any amounts owing or accruing due by such Person to it or any of its Affiliates, without duplication.

1.10 Schedules

The following Schedule forms an integral part of this Agreement:

Schedule A - TCPL Exchange Preferred Share Provisions

ARTICLE 2
TRUST

2.1 Establishment of Trust

The Exchange Trustee shall hold the Series 2017-A Trust Estate in order to enable the Exchange Trustee to exercise the rights and enforce the obligations thereunder, and shall hold the other rights granted in or resulting from the Exchange Trustee being a party to this Agreement in order to enable the Exchange Trustee to exercise or enforce such rights, in each case as trustee for and on behalf of the Holders of Trust Notes — Series 2017-A, as provided in this Agreement. Except where the context otherwise requires, all

references to the Exchange Trustee hereunder shall be to the Exchange Trustee in its capacity as trustee for and on behalf of the Holders of Trust Notes — Series 2017-A.

ARTICLE 3
AUTOMATIC EXCHANGE

3.1 Creation and Grant of Automatic Exchange

(a) TCPL hereby grants the Automatic Exchange together with its undertaking to, and covenants in favour of, the Exchange Trustee, as trustee for and on behalf of, and for the use and benefit of, the Holders of Trust Notes — Series 2017-A, to make the Automatic Exchange effective in accordance with and subject to the Trust Notes — Series 2017-A Provisions and the provisions of this Agreement. TCPL hereby acknowledges receipt from the Exchange Trustee, as trustee for and on behalf of the Holders of Trust Notes — Series 2017-A, of good and valuable consideration for such grant, undertaking and covenant and the sufficiency thereof.

(b) The Exchange Trustee, for and on behalf of the Holders of Trust Notes — Series 2017-A, hereby grants the Automatic Exchange together with its undertaking to, and covenants in favour of, TCPL to make the Automatic Exchange effective in accordance with and subject to the Trust Notes — Series 2017-A Provisions and the provisions of this Agreement. The Exchange Trustee, for and on behalf of the Holders of Trust Notes — Series 2017-A, hereby acknowledges receipt from TCPL of good and valuable consideration for such grant, undertaking and covenant and the sufficiency thereof.

(c) During the term of the trust created under this Agreement and subject to the terms and conditions of the Trust Notes — Series 2017-A Provisions and this Agreement, the Exchange Trustee shall possess and be vested with full legal right, entitlement and ownership to the rights arising from TCPL’s grant and covenant under Section 3.1(a) and the full power and authority of the Holders pursuant to and in accordance with the Trust Notes — Series 2017-A Provisions to perform the undertaking and covenant under Section 3.1(b). The Exchange Trustee shall be entitled to exercise all of the related rights, privileges and powers of, under and with respect to the grant and covenant under Section 3.1(a), and to give effect to and perform the grant and covenant under Section 3.1(b), provided that the Exchange Trustee shall:

(i) hold the Automatic Exchange rights and the legal title thereto as trustee for and solely for the use and benefit of the Holders of Trust Notes — Series 2017-A and TCPL in accordance with and subject to the Trust Notes — Series 2017-A Provisions and this Agreement;

(ii) make the Automatic Exchange effective in accordance with and subject to the Trust Notes — Series 2017-A Provisions and this Agreement; and

(iii) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Automatic Exchange rights and the Exchange Trustee shall not exercise any such rights for any purpose other than pursuant to this Agreement.

3.2 Limitation

TCPL shall not at any time issue TCPL Exchange Preferred Shares except following an Automatic Exchange or pursuant to the Series 2017-A Subscription Right or in respect of any other series of Trust Notes.

3.3 Automatic Exchange

On the occurrence of an Automatic Exchange Event, whether before or after the occurrence of any Event of Default (as defined in the Indenture), each Holder of Trust Notes — Series 2017-A then outstanding shall, through the Exchange Trustee, be deemed to have hereby automatically exchanged and transferred to TCPL all of such Holder’s right, title and interest in and to the Trust Notes — Series 2017-A, including pursuant to the guarantee provided by TCPL in respect of the Trust Notes — Series 2017-A, registered in its name at a price, for each $1,000 principal amount of Trust Notes — Series 2017-A, equal to one newly issued and fully paid TCPL Exchange Preferred Share with a stated issue price of $1,000 per share, together with such number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of Trust Notes — Series 2017-A from the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic Exchange Event, by $1,000. As full and final payment of such price, a Holder of Trust Notes — Series 2017-A shall receive, and be deemed to have received, as of the Time of Automatic Exchange, the right to be issued one newly issued and fully paid TCPL Exchange Preferred Share which right shall be immediately and automatically exercised as provided in this section 3.3 with a stated issue price of $1,000 per share, together with such number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of Trust Notes — Series 2017-A from the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic Exchange Event by $1,000, per $1,000 principal amount of Trust Notes — Series 2017-A held by the Holder. The foregoing exchange, transfer, receipt and acceptance shall be automatically effected hereby and shall not require any conveyance, confirmation or further action on the part of the Trust, the Exchange Trustee or the Holders in order to give full and final effect to same. For greater certainty, any Trust Notes — Series 2017-A purchased or redeemed by the Trust prior to the Time of Automatic Exchange shall be deemed not to be outstanding and shall not be subject to the Automatic Exchange.

3.4 Idem

As of 8:00 a.m. (Eastern time) on the day on which an Automatic Exchange Event occurs (the “Time of Automatic Exchange”), each Holder of Trust Notes — Series 2017-A shall be deemed to have exchanged and transferred to TCPL all of such Holder’s right, title and interest in and to the Trust Notes — Series 2017-A registered in its name and shall thereupon automatically cease to be a Holder of such Trust Notes — Series 2017-A and all rights of such Holder as a debtholder of the Trust, including pursuant to the guarantee provided by TCPL in respect of the Trust Notes — Series 2017-A, shall automatically cease, and each Holder shall thereupon and thereafter be deemed to be and for all purposes shall hereby be entitled to a right to be issued the corresponding number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) contemplated in Section 3.3. TCPL shall deliver to the Exchange Trustee a written notice (the “Automatic Exchange Event Notice”), which shall be binding on the Holders of the Trust Notes — Series 2017-A, signed by any Authorized Officer, of the occurrence of an Automatic Exchange within 10 days after the occurrence of such event and, as soon as practicable following receipt by the Exchange Trustee from TCPL, the Exchange Trustee shall deliver notice to the Holders of Trust Notes — Series 2017-A of the occurrence of the Automatic Exchange; provided, however, that a failure to make such delivery shall not affect, reduce or modify in any way the effectiveness of the Automatic Exchange with effect as of the Time of Automatic Exchange.

3.5 Procedure

Following the occurrence of an Automatic Exchange, the Trust shall, as soon as reasonably practicable, inform TCPL and the Exchange Trustee by notice in writing (the “Exchange Notice”) as to the number of Trust Notes — Series 2017-A exchanged and transferred hereby. Such Exchange Notice shall specify the number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) required in connection with the Automatic Exchange in accordance with the Trust Notes — Series 2017-A Provisions and shall specify whether, to the knowledge of the Trust, such Holders of Trust Notes — Series 2017-A (or Persons beneficially owning Trust Notes — Series 2017-A represented by the Holders of such Trust Notes — Series

2017-A) are Ineligible Persons. As a precondition to the delivery of any certificate or other evidence of issuance representing any TCPL Exchange Preferred Shares or related rights following an Automatic Exchange, TCPL may require the Trust to obtain from any Holder of Trust Notes — Series 2017-A (and Persons holding Trust Notes — Series 2017-A represented by such Holder of Trust Notes — Series 2017-A) a declaration, in form and substance satisfactory to TCPL, confirming compliance with any applicable regulatory requirements and to establish that such Holder of Trust Notes — Series 2017-A is not, and does not represent, an Ineligible Person. The Trustee shall be entitled to rely exclusively on the declaration of the Holder. Subject as aforesaid, TCPL shall, as soon as practicable following receipt of the Exchange Notice, arrange for delivery to the Clearing Agency (if the Trust Notes — Series 2017-A were, on the date of the Exchange Notice, held only in the Book-Entry System) or to the Trust (in all other cases) of a certificate or other evidence of issuance representing that number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) or related rights, as applicable. In no event shall TCPL be required as a consequence of an Automatic Exchange to issue a number of TCPL Exchange Preferred Shares in excess of the number contemplated in Section 3.3 or in excess of the number required to enable the Trust to fulfil its obligations in connection with the redemption of Trust Notes — Series 2017-A in the circumstances described in Article 4. For greater certainty, a failure to give any notice, make any determination or make any delivery shall not affect, reduce or modify in any way the effectiveness of the Automatic Exchange with effect as of the Time of Automatic Exchange.

ARTICLE 4
SERIES 2017-A SUBSCRIPTION RIGHT

4.1 Grant of Series 2017-A Subscription Right

Subject to the provisions of this Article 4, TCPL hereby grants to the Trust the right to subscribe at any time for such number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) as may be necessary in order to enable the Trust to redeem, for TCPL Exchange Preferred Shares, Trust Notes — Series 2017-A, if any, that remain outstanding following the occurrence of an Automatic Exchange Event, as provided for herein and in the Trust Indenture. Such TCPL Exchange Preferred Shares shall be issued by TCPL to the Trust solely for the purpose of the Trust giving effect to a redemption of any such outstanding Trust Notes — Series 2017-A following the Automatic Exchange Event.

4.2 Series 2017-A Subscription Right—Procedure

Following the occurrence of an Automatic Exchange Event in circumstances where, for any reason, any Trust Notes — Series 2017-A remain outstanding and are not owned by TCPL or an Affiliate thereof, the Trust shall, as soon as reasonably practicable, inform TCPL and the Exchange Trustee by notice in writing (the “Subscription Notice”) as to such number of outstanding Trust Notes — Series 2017-A. The Subscription Notice shall specify such number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) as would be required to enable the Trust to fulfil its obligations in connection with the redemption by the Trust of such number of outstanding Trust Notes — Series 2017-A in accordance with the Trust Notes — Series 2017-A Provisions and shall specify whether, to the knowledge of the Trust, such Holders of Trust Notes — Series 2017-A (or Persons holding Trust Notes — Series 2017-A represented by the Holders of such Trust Notes — Series 2017-A) are Ineligible Persons. As a precondition to the issuance of any TCPL Exchange Preferred Shares to the Trust pursuant to the exercise by the Trust of the Series 2017-A Subscription Right, TCPL may require the Trust to obtain from any Holder of Trust Notes — Series 2017-A (and Persons holding Trust Notes — Series 2017-A represented by such Holder of Trust Notes — Series 2017-A) a declaration, in form and substance satisfactory to TCPL, confirming compliance with applicable regulatory requirements and to establish that such Holder of Trust Notes — Series 2017-A is not, and does not represent, an Ineligible Person. The Trustee shall be entitled to rely exclusively on the declaration of the Holder or the direction of a written order by TCPL, and the Trustee shall have no obligation to monitor with respect to Ineligible Persons. Subject to Section 5.7, TCPL shall, as soon as practicable following receipt of the Subscription Notice, arrange for delivery to the Clearing Agency (if the Trust Notes — Series 2017-A were, on the date of the Subscription Notice, held only in the Book-Entry System) or to the Trust (in all other cases) of that number of TCPL

Exchange Preferred Shares (including fractional shares, if applicable), as applicable, so as to enable the Trust to discharge its redemption obligations in accordance with the Trust Notes — Series 2017-A Provisions.

4.3 Idem

The Trust need not give notice of redemption prior to the exercise of such right of redemption if TCPL has given an Automatic Exchange Event Notice. The redemption shall be and shall be deemed to have been effected and the consideration paid at the Time of Automatic Exchange. From and after the Time of Automatic Exchange, each Holder of Trust Notes — Series 2017-A (if any) whose Trust Notes — Series 2017-A were for any reason not exchanged for TCPL Exchange Preferred Shares by the operation of the Automatic Exchange and instead are subject to redemption by the Trust under this Agreement and in accordance with the Trust Notes — Series 2017-A Provisions, shall automatically cease to be a Holder of Trust Notes — Series 2017-A effective as of the Time of Automatic Exchange and instead shall be entitled only to the right to be issued TCPL Exchange Preferred Shares in respect of such redemption of Trust Notes — Series 2017-A held by such Holder in accordance with the Trust Notes — Series 2017-A Provisions.

ARTICLE 5
COVENANTS, REPRESENTATIONS AND WARRANTIES

5.1 Certain Representations

TCPL hereby represents, warrants and covenants that it has: (i) authorized for issuance and will, at all times, keep available, free from pre-emptive and other rights, out of its authorized and unissued share capital, such number of TCPL Exchange Preferred Shares as may be required for TCPL to meet its obligations to issue TCPL Exchange Preferred Shares following the occurrence of the Automatic Exchange and in connection with the Series 2017-A Subscription Right; and (ii) taken all necessary corporate action to enable TCPL to issue TCPL Exchange Preferred Shares after the Automatic Exchange and in connection with the Series 2017-A Subscription Right.

5.2 Notification of Certain Events

In order to assist TCPL and the Exchange Trustee to comply with their respective obligations hereunder, the Trust shall give TCPL and the Exchange Trustee notice of each of the following events at the times set forth below:

(c) immediately upon the Trust making any determination to exercise any rights to redeem Trust Notes — Series 2017-A following the Automatic Exchange.

5.3 Qualification of TCPL Exchange Preferred Shares

TCPL covenants that if any TCPL Exchange Preferred Shares to be issued and delivered hereunder or pursuant to the TCPL Exchange Preferred Share Provisions or the Trust Notes — Series 2017-A Provisions require registration or qualification with or approval of or the filing of any document, including any prospectus

or similar document, or the taking of any proceeding with or the obtaining of any order, ruling, approval or consent from any governmental or regulatory authority under any Canadian or United States federal or provincial or state, as applicable, law or regulation or pursuant to the rules and regulations of any Canadian or United States regulatory authority or the fulfilment of any other legal requirement (collectively, the “Applicable Laws”) before such TCPL Exchange Preferred Shares may be issued and delivered by TCPL to the Trust, the Exchange Trustee or the Holders following the Automatic Exchange, the Series 2017-A Subscription Right or the TCPL Exchange Preferred Share Provisions, as the case may be, or in order that such TCPL Exchange Preferred Shares may be freely traded thereafter (except for any restrictions on ownership or transfer by reason of any Holder of TCPL Exchange Preferred Shares being a “control person” of TCPL for purposes of Canadian securities laws or by reason of any TCPL Exchange Preferred Shares being “control securities” for the purposes of United States securities laws), TCPL shall, in good faith, expeditiously take all such actions and do all such things as are necessary to cause such TCPL Exchange Preferred Shares to be duly registered, qualified or approved as and to the extent required for such purpose pursuant to Applicable Laws. TCPL represents and warrants that it has taken all actions and done all things as are necessary under Applicable Laws as they exist on the date hereof to cause the TCPL Exchange Preferred Shares to be issued and delivered in accordance with the provisions of this Agreement, the TCPL Exchange Preferred Share Provisions and the Trust Notes — Series 2017-A Provisions and to be freely tradable thereafter by the initial holder thereof, subject to the exceptions referred to above in this Section 5.3 provided, however, that a failure to take such actions and/or to do such things shall not affect, reduce or modify in any way the effectiveness of the Automatic Exchange as of the Time of Automatic Exchange.

5.4 TCPL Support

So long as any Trust Notes — Series 2017-A or TCPL Exchange Preferred Shares are outstanding, TCPL shall perform all of the obligations to be performed by it hereunder following the Automatic Exchange, in connection with the Series 2017-A Subscription Right and pursuant to the TCPL Exchange Preferred Share Provisions, as applicable, and shall exercise all of its rights with respect thereto in accordance with the Declaration of Trust, the Trust Indenture and the terms of this Agreement. All TCPL Exchange Preferred Shares issued by TCPL following the Automatic Exchange or in connection with the Series 2017-A Subscription Right, as the case may be, shall be duly issued as fully paid and non-assessable shares in the capital of TCPL, free of pre-emptive rights and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim. Without limiting the generality of the immediately preceding sentence, TCPL covenants that it shall, in a timely manner, transfer or arrange to transfer to such account of the Trust or the Exchange Trustee, as the case may be, in the Book-Entry System of the Clearing Agency as the Trust or the Exchange Trustee, as the case may be, may direct, from time to time, the appropriate number of TCPL Exchange Preferred Shares (including fractional shares, if applicable), and supply the Trust or the Exchange Trustee, as the case may be, with duly executed share certificates, as applicable, so as to give effect, from time to time, to the issuance of TCPL Exchange Preferred Shares following the Automatic Exchange, in connection with the Series 2017-A Subscription Right or pursuant to the TCPL Exchange Preferred Share Provisions, as the case may be, in accordance with the Trust Notes — Series 2017-A Provisions, the TCPL Exchange Preferred Share Provisions and the provisions of this Agreement.

5.5 Additional TCPL Covenants

For so long as any Trust Notes — Series 2017-A are outstanding and are held by any Person other than TCPL or an Affiliate thereof, TCPL covenants as follows for the benefit of the Holders of Trust Notes — Series 2017-A:

(a) all outstanding Voting Trust Units shall be held at all times, directly or indirectly, by TCPL;

(b) TCPL shall not approve the termination of the Trust unless the Trust has sufficient funds to pay to Holders of Trust Notes — Series 2017-A the redemption price for the Trust Notes — Series 2017-A as provided in the Trust Notes — Series 2017-A Provisions, and as long as any

Trust Notes — Series 2017-A are outstanding and held by any Person other than TCPL or an Affiliate thereof, TCPL shall not take any action to cause the termination of the Trust;

(c) TCPL shall not create or issue TCPL Preferred Shares which, in the event of insolvency or winding-up of TCPL, would rank in right of payment in priority to the TCPL Exchange Preferred Shares;

(d) if the Trust Notes — Series 2017-A have not been exchanged for rights to be issued TCPL Exchange Preferred Shares pursuant to the Automatic Exchange, TCPL shall not, without the prior consent of Holders of Trust Notes — Series 2017-A by Extraordinary Resolution, amend, delete or vary any of the rights, privileges, restrictions and conditions attaching to the TCPL Exchange Preferred Shares other than amendments, deletions or variations which do not negatively impact future holders of TCPL Exchangeable Preferred Shares and other than amendments that relate to the preferred shares of TCPL as a class; and

(e) TCPL shall not assign or otherwise transfer its obligations under this Agreement except in the case of a merger, consolidation, amalgamation or reorganization or sale of substantially all of the assets of TCPL.

5.6 Capital Reorganizations and Amalgamations of TCPL

In the event of a capital reorganization, consolidation, merger or amalgamation or sale of substantially all of the assets of TCPL or comparable transaction affecting TCPL Exchange Preferred Shares, TCPL covenants to take all necessary action to ensure that the Trust or Holders of Trust Notes — Series 2017-A, as the case may be, receive, following the Automatic Exchange or in connection with the Series 2017-A Subscription Right, as the case may be, after such capital reorganization, consolidation, merger, amalgamation or sale of substantially all assets or comparable transaction, the number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) or other securities or consideration of TCPL or an entity resulting, surviving or continuing from the capital reorganization, consolidation, merger, amalgamation or sale of substantially all assets or comparable transaction that the Trust or such Holder of Trust Notes — Series 2017-A would have received if the Series 2017-A Subscription Right was exercised or if the TCPL Exchange Preferred Shares were issued following the Automatic Exchange, as the case may be, immediately prior to the record date of the capital reorganization, consolidation, merger, amalgamation or sale of substantially all assets or comparable transaction.

5.7 Right not to Deliver TCPL Exchange Preferred Shares

The parties acknowledge that, as set out in the Trust Indenture, TCPL has reserved the right not to deliver TCPL Exchange Preferred Shares to any Ineligible Person following an Automatic Exchange or in connection with a redemption of the Trust Notes — Series 2017-A following an Automatic Exchange Event. In those circumstances, the Indenture Trustee will hold all TCPL Exchange Preferred Shares that would otherwise be delivered to the Ineligible Persons and will deliver such shares to a broker retained by TCPL for the purpose of effecting the sale (to parties other than TCPL, its Affiliates or any Ineligible Persons) on behalf of such Ineligible Persons. Those sales (if any) may be made at any time and at any price and none of the Trust, the Indenture Trustee or TCPL will be subject to any liability for failing to sell such TCPL Exchange Preferred Shares on behalf of any such Ineligible Persons or at any particular price on any particular day. The net proceeds received by the Indenture Trustee from the sale of any such TCPL Exchange Preferred Shares will be divided among the Ineligible Persons in proportion to the number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) that would otherwise have been delivered to them, after deducting the costs of sale and any applicable withholding taxes. The Indenture Trustee will make payment of the aggregate net proceeds to the Clearing Agency (if the TCPL Exchange Preferred Shares are then held in the Book-Entry System) or to the registrar or transfer agent (in all other cases) for distribution to such Ineligible Persons in accordance with the customary practice and procedures of the Clearing Agency or otherwise.

ARTICLE 6
EXCHANGE TRUSTEE

6.1 Powers and Duties of Exchange Trustee

The rights, powers, duties and authorities of the Exchange Trustee under this Agreement, in its capacity as Exchange Trustee, are as follows:

(a) receiving and holding the Automatic Exchange and TCPL’s undertaking and covenant in relation to the Automatic Exchange as trustee and effecting the Holder’s related undertaking and covenant for and on behalf of each applicable Holder, in each case in accordance with the provisions of this Agreement;

(b) acting for and on behalf of the Holders of Trust Notes — Series 2017-A to implement and make effective the undertaking and covenant of the Holders with respect to the Automatic Exchange pursuant to Section 3.3;

(c) enforcing the benefit of and making effective the Automatic Exchange rights in accordance with the Trust Notes — Series 2017-A Provisions and this Agreement and, in connection therewith, receiving from Holders certificates representing Trust Notes — Series 2017-A and other requisite documents and distributing or causing to be distributed to such Holders TCPL Exchange Preferred Shares, and cheques, if any, to which such Holders may become entitled hereunder in connection with an Automatic Exchange;

(d) holding and administering the Series 2017-A Trust Estate in accordance with the terms of this Agreement;

(e) investing any money forming, from time to time, part of the Series 2017-A Trust Estate as provided in this Agreement;

(f) subject to Article 6, taking action at the direction of any Holder to enforce the obligations of the Trust or TCPL under this Agreement; and

(g) taking such other actions and doing such other things as are specifically provided for in this Agreement.

In the exercise of such rights, powers, duties and authorities, the Exchange Trustee shall have (and is granted) such incidental and additional rights, powers and authority not in conflict with any of the provisions of this Agreement, the Trust Notes — Series 2017-A Provisions and the TCPL Exchange Preferred Share Provisions relating to the Exchange Trustee as are reasonably required for the Exchange Trustee to carry out its duties under this Agreement. Any exercise of such discretionary rights, powers and authorities by the Exchange Trustee shall be final, conclusive and binding upon all Persons. For greater certainty, with respect to the Trust Notes — Series 2017-A and the TCPL Exchange Preferred Shares, the Exchange Trustee shall have only those duties as are set out specifically in this Agreement. The Exchange Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in good faith with a view to the best interests of the Holders and shall exercise the care, diligence and skill that a reasonably prudent trustee, nominee and agent would exercise in comparable circumstances. The Exchange Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Exchange Trustee be required to take any notice of, or to do or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notice shall specify the default or breach desired to be brought to the attention of the Exchange Trustee, and in the absence of such notice the Exchange Trustee may for all purposes of this Agreement conclusively assume that no default or breach has

been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained in this Agreement.

6.2 No Conflict of Interest

The Exchange Trustee represents to the Trust and TCPL that, at the date of execution and delivery of this Agreement, there exists no material conflict of interest in the role of the Exchange Trustee as a fiduciary hereunder. The Exchange Trustee shall, within 90 days after it becomes aware that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 9. If, notwithstanding the foregoing provisions of this Section 6.2, the Exchange Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Exchange Trustee contravenes the foregoing provisions of this Section 6.2, any interested party may apply to the Superior Court of Justice (Ontario) for an order that the Exchange Trustee be replaced under this Agreement.

6.3 Dealings with Transfer Agents, Registrars and the Clearing Agency

The Trust and TCPL severally and irrevocably authorize the Exchange Trustee, from time to time, to:

(a) consult, communicate and otherwise deal with the Indenture Trustee and the respective registrars and transfer agents, and any such subsequent registrar or transfer agent, of the Trust Notes — Series 2017-A and TCPL Exchange Preferred Shares;

(b) if applicable, consult, communicate and otherwise deal with the Clearing Agency; and

(c) requisition, from time to time, from the Indenture Trustee or any such registrar or transfer agent or the Clearing Agency any information readily available from the records maintained by any such entity which the Exchange Trustee may reasonably require for the discharge of its duties and responsibilities under the Trust Notes — Series 2017-A Provisions, the TCPL Exchange Preferred Share Provisions and this Agreement.

6.4 Books and Records

The Exchange Trustee shall keep available for inspection by TCPL and the Trust, at the Exchange Trustee’s principal office in Calgary, Alberta, correct and complete books and records of account relating to the Exchange Trustee’s actions under this Agreement. On or before March 1 in every year, the Exchange Trustee shall transmit to TCPL and the Trust a brief report, dated as of December 31 in the immediately preceding year, with respect to: (i) the Series 2017-A Trust Estate as of that date; and (ii) all other actions taken by the Exchange Trustee in the performance of its duties under this Agreement which it had not previously reported.

6.5 Indemnification Prior to Certain Actions by Exchange Trustee

Notwithstanding any other provision of this Agreement, the Exchange Trustee shall only be required to exercise any or all of the rights, duties, powers or authorities vested in it by this Agreement at the written request, order or direction of any Holder upon such Holder furnishing to the Exchange Trustee reasonable funds, security and indemnity satisfactory to the Exchange Trustee, acting reasonably, against the costs, expenses and liabilities that may be incurred by the Exchange Trustee therein or thereby, provided that no Holder will be obligated to furnish to the Exchange Trustee any such funding, security or indemnity in connection with the exercise, but not the enforcement, by the Exchange Trustee of any of its rights, duties, powers and authorities vested in it by this Agreement. None of the provisions contained in this Agreement shall require the Exchange Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its rights, powers, duties or authorities under this Agreement nor limits the Exchange

Trustee, acting reasonably, from requesting an indemnity, before any enforcement of rights. In addition, the Exchange Trustee shall disburse funds only to the extent that funds have been deposited with it.

6.6 Actions by Holders

No Holder shall have the right to institute any action, suit or proceeding or to exercise any other remedy authorized by this Agreement for the purpose of enforcing any of its rights or for the execution of any trust, power or obligation hereunder unless the Holder has requested in writing the Exchange Trustee to take or institute such action, suit or proceeding and, subject to Section 6.5, furnished the Exchange Trustee with the funding, security and indemnity referred to in Section 6.5, and the Exchange Trustee shall have failed to act within a reasonable time thereafter. In such case, but not otherwise, the Holder shall be entitled to take proceedings in any court of competent jurisdiction, it being understood and intended that no one or more Holders shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by any such action, or to enforce any right hereunder, except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Exchange Trustee, except only as herein provided, and in any event for the benefit of all Holders.

6.7 Reliance upon Declarations

The Exchange Trustee shall not be considered to be in contravention of any of its rights, powers, duties and authorities hereunder if, when required, it acts and relies in good faith upon written notices, statutory declarations, certificates, opinions, reports or other papers or documents furnished pursuant to the provisions hereof, the Trust Notes — Series 2017-A Provisions or the TCPL Exchange Preferred Share Provisions or required by the Exchange Trustee to be furnished to it in the exercise of its rights, powers, duties and authorities hereunder and such notices, statutory declarations, certificates, opinions, reports or other papers or documents comply with this Agreement, nor shall the Exchange Trustee be responsible for relying on the accuracy of the information contained in any such document provided it honestly and in good faith believes such information to be correct. The Exchange Trustee shall not be responsible or liable in any manner for the sufficiency, genuineness, correctness or validity of any security deposited with it.

6.8 Evidence and Authority to Exchange Trustee

The Trust and/or TCPL shall furnish to the Exchange Trustee evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Trust and/or TCPL or the Exchange Trustee under this Agreement, the Trust Notes — Series 2017-A Provisions, the TCPL Exchange Preferred Share Provisions or as a result of any obligation or duty imposed under this Agreement, the Trust Notes — Series 2017-A Provisions or the TCPL Exchange Preferred Share Provisions, including in respect of the Automatic Exchange and the Series 2017-A Subscription Right and the taking of any other action to be taken by the Exchange Trustee, at the request of or on the application of the Trust and/or TCPL forthwith if and when:

(a) such evidence is required by any other provision of this Agreement, the Trust Notes — Series 2017-A Provisions or the TCPL Exchange Preferred Share Provisions to be furnished to the Exchange Trustee in accordance with this Section 6.8; or

(b) the Exchange Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, the Trust Notes — Series 2017-A Provisions or the TCPL Exchange Preferred Share Provisions, gives the Trust and/or TCPL written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

Such evidence shall consist of a certificate signed by an Authorized Officer and/or by or on behalf of the Trust by an authorized signatory of the Administrative Agent or a statutory declaration stating that any such condition has been complied with in accordance with the terms of this Agreement and the Trust Notes — Series

2017-A Provisions or the TCPL Exchange Preferred Share Provisions, as applicable. Such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuator or other expert or any other Person whose qualifications give authority to a statement made by such Person, provided that if such report or opinion is furnished by TCPL and/or by or on behalf of the Trust by an authorized signatory of the Administrative Agent it shall be in the form of a certificate or a statutory declaration. Each statutory declaration, certificate, opinion or report furnished to the Exchange Trustee as evidence of compliance with a condition provided for in this Agreement, the Trust Notes — Series 2017-A Provisions or TCPL Exchange Preferred Share Provisions, as applicable, shall include a statement by the Person giving the evidence:

(c) declaring that such Person has read and understands the provisions of this Agreement, the Trust Notes — Series 2017-A Provisions and/or the TCPL Exchange Preferred Share Provisions, as applicable, relating to the condition in question;

(d) describing the nature and scope of the examination or investigation upon which such Person based the statutory declaration, certificate, statement or opinion; and

6.9 Experts, Advisers and Agents

The Exchange Trustee may:

(a) in relation to this Agreement, the Trust Notes — Series 2017-A Provisions and/or the TCPL Exchange Preferred Share Provisions, act and rely on the opinion or advice of, or information obtained from or prepared by, any solicitor, auditor, accountant, appraiser, valuator or other expert, whether retained by the Exchange Trustee or by the Trust and/or TCPL or otherwise, and may retain or employ such assistants as may be necessary to the proper determination and discharge of its powers, duties and obligations and the determination of its rights hereunder and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and

6.10 Investment of Money Held by or on behalf of Exchange Trustee

(a) Unless otherwise provided in this Agreement, any moneys held by or on behalf of the Exchange Trustee, which under the terms of this Agreement may or ought to be invested or which may be on deposit with the Exchange Trustee or which may be in the hands of the Exchange Trustee, may be invested and reinvested in the name or under the control of the Exchange Trustee, upon the written direction of the Trust, in Authorized Investments.

(b) Upon receipt of a direction from the Trust, the Exchange Trustee shall invest any moneys held by it in Authorized Investments in its name in accordance with such direction. Any direction from the Trust to the Exchange Trustee shall be in writing and shall be provided to the Exchange Trustee no later than 9:00 a.m. (Toronto time) on the day on which the investment is to be made. Any such direction received by the Exchange Trustee after 9:00

a.m. (Toronto time) or received on a non-Business Day shall be deemed to have been given prior to 9:00 a.m. (Toronto time) on the next Business Day.

(c) In the event that the Exchange Trustee does not receive a direction or only a partial direction, the Exchange Trustee may hold cash balances constituting part or all of the funds and may, but need not, invest same in the deposits of a Canadian chartered bank; but the Exchange Trustee and its Affiliates shall not be liable to account for any profit to any parties to this Agreement or to any Person other than at a rate, if any, established from time to time by the Exchange Trustee or its Affiliates or a Canadian chartered bank.

(d) The Exchange Trustee shall not be liable for any loss or losses realized on such investments, other than those related to the negligence, willful acts or defaults of the Exchange Trustee.

6.11 Exchange Trustee Not Required to Give Security

The Exchange Trustee shall not be required to give any bond or security in respect of the execution of the trusts, rights, duties, obligations, powers and authorities of this Agreement.

6.12 Exchange Trustee Not Bound to Act on Request

Except as otherwise specifically provided for in this Agreement, the Exchange Trustee shall not be required to act in accordance with any direction or request of the Trust and/or TCPL until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Exchange Trustee, and the Exchange Trustee shall be empowered to act and rely upon any such copy purporting to be authenticated and believed in good faith by the Exchange Trustee to be genuine.

6.13 Authority to Carry on Business

The Exchange Trustee represents to the Trust and/or TCPL that, at the date of execution and delivery by it of this Agreement, it is authorized to carry on the business of a trust company in the Province of Ontario but if, notwithstanding the provisions of this Section 6.13, it ceases to be so authorized to carry on business, the validity and enforceability of this Agreement, and the other rights granted in or resulting from the Exchange Trustee being a party to this Agreement, shall not be affected in any manner whatsoever by reason only of such event, but the Exchange Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in the Province of Ontario, either become so authorized or resign in the manner and with the effect specified in Article 9.

6.14 Conflicting Claims

If conflicting claims or demands are made or asserted with respect to any interest of any Holder in any Trust Notes — Series 2017-A or TCPL Exchange Preferred Shares, including any disagreement between the heirs, representatives, successors or assigns succeeding to all or any part of the interest of any Holder in any Trust Notes — Series 2017-A or TCPL Exchange Preferred Shares resulting in conflicting claims or demands being made in connection with such interest, then the Exchange Trustee shall be entitled, at its sole discretion, to refuse to recognize or to comply with any such claim or demand. In so refusing, the Exchange Trustee may elect not to exercise any rights subject to such conflicting claims or demands and, in so doing, the Exchange Trustee shall not be or become liable to any Person on account of such election or its failure or refusal to comply with any such conflicting claims or demands. The Exchange Trustee shall be entitled to continue to refrain from acting and to refuse to act until:

(a) the rights of all adverse claimants or other rights subject to such conflicting claims or demands have been adjudicated by a final judgment of a court of competent jurisdiction; or

(b) all differences or other rights subject to such conflicting claims or demands have been conclusively settled by a valid written agreement binding on all such adverse claimants, and the Exchange Trustee shall have been furnished with an executed copy of such agreement.

If the Exchange Trustee elects to recognize any claim or comply with any demand made by any such adverse claimant, it may in its discretion require such claimant to furnish such surety bond or other security satisfactory to the Exchange Trustee as it may deem appropriate to fully indemnify it as between all conflicting claims or demands.

6.15 Acceptance by Exchange Trustee

The Exchange Trustee hereby accepts the trust and duties created and provided for by and in this Agreement and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law, in trust, for TCPL and various Persons who are from time to time Holders of Trust Notes — Series 2017-A, subject to all the terms and conditions herein set forth.

6.16 Withholding Tax

TCPL or the Exchange Trustee may deduct or withhold (or such amount shall be deducted or withheld in accordance with the customary practice and procedures of the Clearing Agency) from any payment, distribution or delivery to any Holder amounts required or permitted by law to be deducted or withheld from such Holder’s distribution, payment or delivery and shall remit such amounts to the relevant tax authority in the manner and within the time required by law. Where the cash component of any payment, distribution or delivery to be made to a Holder is less than the amount that TCPL or the Exchange Trustee is required or permitted to withhold, TCPL or the Exchange Trustee shall be permitted to withhold from any non-cash payment, distribution or delivery to be made to the Holder and to dispose or arrange to dispose of such property in order to remit any amount to the relevant tax authority as required. TCPL shall provide written direction to the Exchange Trustee as to such amounts to be deducted or withheld; provided, however, that the Exchange Trustee shall deduct or withhold from any Holder’s distribution or delivery any amount it is required by law to deduct and withhold, and shall remit such amount to the relevant tax authority in the manner and within the time required by law, notwithstanding the failure of TCPL to provide any such direction following a request therefor from the Exchange Trustee, and in so doing the Exchange Trustee shall be deemed to have complied with its obligations hereunder. The Exchange Trustee shall file in the manner and within the time required by law any required tax returns and provide any required information slips relating to such withholding or deduction.

6.17 Residency of Exchange Trustee

The Exchange Trustee hereby represents that it is a resident of Canada for the purposes of the Tax Act and the Exchange Trustee shall give the Trust and TCPL notice of any change in such status.

6.18 Tax Reports

The Exchange Trustee shall process only such tax matters as have been specifically delegated to it pursuant to this Agreement or as may be agreed subsequently, and in doing so, the Exchange Trustee does not undertake to carry out any inquiry, evaluation, reporting, remittance, filing or issuance of tax slips, summaries and reports necessary or incidental thereto, which shall remain the sole responsibility of the Trust. The Exchange Trustee shall be entitled to rely upon and assume, without further inquiry or verification, the

accuracy and completeness of any tax processing information, documentation or instructions received by the Exchange Trustee, directly or indirectly, from or on behalf of the Trust.

6.19 Compliance with Privacy Legislation

The parties acknowledge that federal, provincial and/or state legislation in Canada or the United States that address the protection of individuals’ personal information (collectively, “Privacy Laws”) may apply to obligations and activities under this Agreement. Despite any other provision of this Agreement, no party shall take or direct any action that would contravene, or cause any other party to contravene, applicable Privacy Laws. The Exchange Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Exchange Trustee agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Agreement and not to use it for any other purpose except with the consent of or direction from the Trust and TCPL or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

6.20 Compliance with Anti-Money Laundering Legislation

The Exchange Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Exchange Trustee, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline.

ARTICLE 7
COMPENSATION

7.1 Fees and Expenses of Exchange Trustee

The Trust and TCPL jointly and severally agree to pay to the Exchange Trustee reasonable compensation for all of the services rendered by it under this Agreement and shall reimburse the Exchange Trustee for all reasonable expenses incurred by it in connection therewith (including, but not limited to, taxes and compensation paid to experts, counsel and advisors and disbursements, including the cost and expense of any suit or litigation of any character and any proceedings before any governmental agency reasonably incurred by the Exchange Trustee); provided that the Trust and TCPL shall have no obligation to reimburse the Exchange Trustee for any expenses or disbursements paid, incurred or suffered by the Exchange Trustee in any suit or litigation in which the Exchange Trustee is determined to have acted with fraud, negligence or wilful misconduct. For administrative purposes, the Exchange Trustee may invoice TCPL unless instructed otherwise.

ARTICLE 8
INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification of Exchange Trustee

The Trust and TCPL jointly and severally agree to indemnify and hold harmless the Exchange Trustee and each of its directors, officers, employees, representatives and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, costs, penalties, fines, taxes, assessments of additional taxes, interest or penalties or other governmental charges, including the withholding or deduction or the failure to withhold or deduct same, any liability for failure to obtain proper certifications or to properly report to government authorities, and reasonable expenses (including reasonable expenses of the Exchange Trustee’s legal counsel) which, without fraud, negligence or wilful

misconduct on the part of such Indemnified Party, are paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Exchange Trustee’s acceptance or administration of the trust, its compliance with its duties set forth in this Agreement, or with any written or oral instructions delivered to the Exchange Trustee by the Trust or TCPL pursuant hereto (collectively, “Claims” and individually, a “Claim”). In no case will the Trust or TCPL be liable under this indemnity for any Claim if such Claim is incurred or suffered by reason of or as a result of the fraud, negligence or wilful misconduct of an Indemnified Party and unless the Trust and TCPL shall be notified by the Exchange Trustee of the written assertion of a Claim promptly after any of the Indemnified Parties shall have received any such written assertion of a Claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the Claim, provided that a failure or delay to so notify the Trust and TCPL shall not diminish the liability of the Trust and TCPL hereunder except to the extent that the Trust and TCPL are materially prejudiced by such failure or delay. Subject to (ii) below, the Trust and TCPL shall be entitled to participate at their own expense in the defence and, if the Trust or TCPL so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such Claim. The Exchange Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Exchange Trustee unless: (i) the employment of such counsel has been authorized by the Trust or TCPL, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Exchange Trustee and the Trust or TCPL and the Exchange Trustee shall have been advised by counsel acceptable to the Trust and TCPL that there may be one or more legal defences available to the Exchange Trustee that are different from or in addition to those available to the Trust or TCPL and that an actual or potential conflict of interest exists (in which case the Trust and TCPL shall not have the right to assume the defence of such suit on behalf of the Exchange Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Exchange Trustee). This provision shall survive the resignation or removal of the Exchange Trustee or the termination of this Agreement.

8.2 Limitation of Liability

The Exchange Trustee shall not be held liable for any loss which may occur by reason of insolvency or termination of TCPL, the Trust or any Holder, as the case may be, or early termination of any investment under Section 6.10 or depreciation of the value of any part of the Series 2017-A Trust Estate or any loss incurred on any investment of funds pursuant to this Agreement, except to the extent that such loss is attributable to fraud, negligence or wilful misconduct on the part of the Exchange Trustee.

ARTICLE 9
CHANGE OF EXCHANGE TRUSTEE

9.1 Resignation of Exchange Trustee

The Exchange Trustee, or any Exchange Trustee hereafter appointed, may at any time resign by giving written notice of such resignation to the Trust and TCPL specifying the date on which it desires to resign, provided that such notice shall be given at least 60 days before such desired resignation date, unless the Trust and TCPL otherwise agree, and further provided that such resignation shall not take effect until the date of the appointment of a successor Exchange Trustee and the acceptance of such appointment by the successor Exchange Trustee. Upon receiving such notice of resignation, the Trust and TCPL shall promptly appoint a successor Exchange Trustee, which successor shall be a resident of Canada for the purposes of the Tax Act, by written instrument in duplicate, one copy of which shall be delivered to the resigning Exchange Trustee and one copy to the successor Exchange Trustee. Failing acceptance by a successor Exchange Trustee, a successor Exchange Trustee may be appointed by an order of the Superior Court of Justice (Ontario) upon application of one or more of the parties hereto at the joint and several expense of the Trust and TCPL.

9.2 Removal of Exchange Trustee

The Exchange Trustee, or any Exchange Trustee hereafter appointed, may be removed: (i) with cause or if the Exchange Trustee at any time ceases to be a resident of Canada for the purposes of the Tax Act, by

written instrument executed by the Trust and TCPL; or (ii) with or without cause by the Holders of Trust Notes — Series 2017-A pursuant to an Extraordinary Resolution and, if any TCPL Exchange Preferred Shares are outstanding, by the affirmative vote of Holders of the TCPL Exchange Preferred Shares passed in accordance with the TCPL Exchange Preferred Share Provisions (as though the removal were an amendment to the TCPL Exchange Preferred Share Provisions), in all cases, at any time on 60 days’ prior written notice, which notice shall be delivered to the Exchange Trustee so removed and to the successor Exchange Trustee.

9.3 Successor Exchange Trustee

Any successor Exchange Trustee appointed as provided under this Agreement shall execute, acknowledge and deliver to the Trust and TCPL and to its predecessor Exchange Trustee an instrument accepting such appointment. Thereupon, the resignation or removal of the predecessor Exchange Trustee shall become effective and such successor Exchange Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Exchange Trustee in this Agreement. However, on the written request of the Trust and TCPL or of the successor Exchange Trustee, the Exchange Trustee ceasing to act shall, upon payment of any amounts then due to it pursuant to the provisions of this Agreement, execute and deliver an instrument transferring to such successor Exchange Trustee all the rights and powers of the Exchange Trustee so ceasing to act. Upon the request of any such successor Exchange Trustee, the Trust and TCPL, such predecessor Exchange Trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Exchange Trustee all such rights and powers. Any company into which the Exchange Trustee may be merged or with which it may be consolidated or amalgamated, or any company resulting or continuing from any merger, consolidation or amalgamation to which the Exchange Trustee is a party or any company to which the Exchange Trustee may transfer all or substantially all of its corporate trust business, shall be a successor Exchange Trustee under this Agreement, without the execution or filing of any paper or further act on the part of any of the parties hereto.

9.4 Notice of Successor Exchange Trustee

Upon acceptance of appointment by a successor Exchange Trustee as provided in this Agreement, the Trust and TCPL shall cause to be mailed notice of the succession of such Exchange Trustee under this Agreement to each registered Holder. If the Trust or TCPL fails to cause such notice to be mailed within 10 days after acceptance of appointment by the successor Exchange Trustee, the successor Exchange Trustee shall cause such notice to be mailed at the expense of the Trust and TCPL.

ARTICLE 10
AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

10.1 Ministerial Amendments

The parties to this Agreement may in writing, at any time and from time to time, without the approval of the Holders, amend, supplement or modify this Agreement for the purposes of:

(a) adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunder;

(b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the mutual opinion of the Trust, TCPL and the Exchange Trustee and their respective counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make;

(c) making such changes or corrections which, on the advice of counsel to the Trust, TCPL and the Exchange Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided

that each of the Trust, TCPL and their respective counsel, and the Exchange Trustee based on the opinion of Counsel, shall be of the opinion that such changes or corrections shall not be prejudicial to the interests of the Holders as a whole; or

(d) making any additions to, deletions from or alterations of the provisions of this Agreement which, in the opinion of the Exchange Trustee and its counsel, shall not be prejudicial to the interests of the Holders as a whole or which, in the opinion of counsel to the Trust, TCPL and the Exchange Trustee, are necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Trust, TCPL, the Exchange Trustee or this Agreement.

10.2 Meeting to Consider Amendments

The Trust and, if applicable, TCPL, shall call a meeting or meetings of the Holders for the purpose of considering and, if thought fit, approving, with the consent of Holders of Trust Notes — Series 2017-A or registered holders of Trust Notes, as applicable in accordance with the Trust Indenture pursuant to an Extraordinary Resolution and, if any TCPL Exchange Preferred Shares are then outstanding, of the Holders of TCPL Exchange Preferred Shares in accordance with TCPL Exchange Preferred Share Provisions (as though such action were an amendment to TCPL Exchange Preferred Share Provisions), as applicable, any proposed supplement, amendment or modification of this Agreement other than those referred to in Section 10.1. Any such meeting or meetings shall be called and held in accordance with the Trust Indenture, the TCPL Exchange Preferred Share Provisions (if applicable) and all Applicable Laws. Any supplement, amendment or modification referred to in this Section 10.2 shall be provided to the Exchange Trustee by the Trust or TCPL, as the case may be.

10.3 Execution of Supplemental Agreements

No supplement or amendment to, or modification or waiver of, any of the provisions of this Agreement shall be effective unless made in writing and signed by all of the parties hereto. Subject to compliance with all Applicable Laws, the Trust, TCPL and the Exchange Trustee may, subject to the provisions hereof, and shall, when so directed by this Agreement, from time to time, execute and deliver agreements or other instruments supplemental hereto, evidencing any such supplement, amendment, modification or waiver which thereafter shall form part hereof.

ARTICLE 11
TERMINATION

11.1 Term

This Agreement shall continue until the earliest to occur of the following events:

(a) no Trust Notes — Series 2017-A are outstanding and held by a Person other than TCPL or any of its Affiliates and no TCPL Exchange Preferred Shares remain outstanding;

(b) each of the Trustee and TCPL elects in writing to terminate the trust created hereby and such termination is approved by the Holders in accordance with Section 10.2; and

11.2 Survival of Agreement

This Agreement shall survive any termination of the trust created hereby and shall continue until there are no Trust Notes — Series 2017-A outstanding and held by a Person other than TCPL or any of its Affiliates and there are no TCPL Exchange Preferred Shares outstanding; provided, however, that the provisions of Article 7 and Article 8 shall survive any such termination of this Agreement.

ARTICLE 12
GENERAL

12.1 Severability

12.2 Enurement

12.3 Notices to Parties

(a) if to TCPL:

TransCanada PipeLines Limited
450 — 1st Street SW
Calgary, Alberta
T2P 5H1

Attention: Corporate Secretary
Facsimile: (403) 920-2467

(b) if to the Trust:

TransCanada Trust
c/o Computershare Trust Company of Canada
530 8 Avenue SW
Calgary, Alberta
T2P 3S8

Attention: Manager, Corporate Trust
Facsimile: (403) 267-6598

CST Trust Company
600, the Dome Tower,
333 — 7th Avenue S.W.,
Calgary, AB T2P 2Z1

Attention: Director, Corporate Trust
Facsimile: (403) 776-3916

12.4 Notice to Holders

Any and all notices to be given and any documents to be sent to any Holder hereunder may be given or sent to the address of such Holder shown on the register of holders of Trust Notes — Series 2017-A or TCPL Exchange Preferred Shares, by prepaid first class mail or otherwise in any manner permitted by the Trust Notes — Series 2017-A Provisions or TCPL Exchange Preferred Share Provisions, as applicable, and shall be deemed to be received (if given or sent in such manner) at the time specified in the Trust Notes — Series 2017-A Provisions or TCPL Exchange Preferred Share Provisions.

12.5 Risk of Payments by Post

Whenever payments are to be made or documents are to be sent to any Holder by the Trust, TCPL or the Exchange Trustee, or by such Holder to the Trust, TCPL or the Exchange Trustee, the making of such payment or sending of such document through the post shall be at the risk of the Trust, TCPL or the Exchange Trustee, as applicable, in the case of payments made or documents sent by the Trust, TCPL or the Exchange Trustee, as applicable, and the Holder, in the case of payments made or documents sent by the Holder.

12.6 Counterparts

12.7 Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.

12.8 Exclusion of Contractual Liability

12.9 Appointment of Administrative Agent

The parties hereto acknowledge that the Trustee has appointed TCPL as “Administrative Agent” under the Administration Agreement and has delegated to it the powers (and TCPL has assumed the obligations) as set out in the Administration Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first above written.

TRANSCANADA TRUST, by its Administrative Agent, TRANSCANADA PIPELINES LIMITED

By:
	Name: Title:	Joel E. Hunter Vice-President, Finance and Treasurer

By:
	Name: Title:	Christine R. Johnston Vice-President, Law and Corporate Secretary

TRANSCANADA PIPELINES LIMITED

By:
	Name: Title:	Joel E. Hunter Vice-President, Finance and Treasurer
By:
	Name: Title:	Christine R. Johnston Vice-President, Law and Corporate Secretary

CST TRUST COMPANY

By:
	Name: Title:	Nelia Andrade Authorized Signatory
By:
	Name: Title:	Monica Bynoe Authorized Signatory

[Signature page to Share Exchange Agreement]

SCHEDULE A

TCPL EXCHANGE PREFERRED SHARE PROVISIONS

FIRST PREFERRED SHARES, SERIES 2017-A EXCHANGE

There is hereby authorized and created a series of First Preferred Shares designated as the “First Preferred Shares, Series 2017-A Exchange” (hereinafter referred to as the “Exchange Preferred Shares, Series 2017-A”), consisting of such number of shares sufficient to satisfy the rights of former holders of Trust Notes to receive Exchange Preferred Shares, Series 2017-A following an Automatic Exchange. The Exchange Preferred Shares, Series 2017-A may be issued in whole or in fractional shares, as provided below, and shall, in addition to the rights, privileges, restrictions and conditions attaching to the First Preferred Shares as a class (collectively and respectively, the “First Preferred Shares Class Provisions” and the “First Preferred Shares”), carry and be subject to the following rights, privileges, restrictions and conditions (collectively, the “Exchange Preferred Shares, Series 2017-A Provisions”):

Dividends

1. The holders of the Exchange Preferred Shares, Series 2017-A shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors out of the monies of the Corporation properly applicable to the payment of dividends, on each Dividend Payment Date fixed cumulative preferential cash dividends equal to the quotient obtained by dividing: (x) the product obtained by multiplying $1,000 by a rate per annum equal to the rate of interest payable by the Trust on the Trust Notes at the Exchange Time, by (y) four; provided that if an event (including a redemption) shall occur that results in accrued and unpaid dividends for a partial Dividend Period becoming payable, the dividend payable for any partial Dividend Periods shall be equal to the product obtained by multiplying the amount in (x) above by a fraction, the numerator of which is the actual number of days attributable to the partial Dividend Period and the denominator of which is 365, subject in each case to any applicable withholding tax.

2. If on any Dividend Payment Date the dividend payable on such date is not paid in full on all of the Exchange Preferred Shares, Series 2017-A then issued and outstanding, such dividend or the unpaid part thereof shall be paid on a subsequent date or dates to be determined by the board of directors on which the Corporation shall have sufficient monies properly available, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or other securities of the Corporation, to the payment of the same. The holders of the Exchange Preferred Shares, Series 2017-A shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends hereinbefore provided. Payment shall be made by electronic funds transfer or by cheque of or on behalf of the Corporation payable in lawful money of the United States (less any tax required to be deducted) and payment thereof shall satisfy such dividends.

Liquidation, Dissolution or Winding-Up

3. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the holders of the Exchange Preferred Shares, Series 2017-A in accordance with the First Preferred Shares Class Provisions, shall be entitled to receive the amount of $1,000 (less any amount that may have been returned to the holders of Exchange Preferred Shares, Series 2017-A as a return of capital), together with an amount equal to all accrued and unpaid dividends thereon, which amount for such purposes shall be calculated as if such dividends were accruing for the period from the expiration of the last Dividend Period for which dividends thereon have been paid up to the date of such event, subject to any applicable withholding tax, the whole before any amount shall be paid or any property or assets of the Corporation shall be distributed to the holders of the common shares or to the holders of any other shares ranking junior to the Exchange Preferred Shares, Series 2017-A. After payment to the holders of the Exchange Preferred Shares,

Series 2017-A of the amount so payable to them they shall not be entitled to share in any other distribution of the property or assets of the Corporation.

Voting Rights

4. The holders of the Exchange Preferred Shares, Series 2017-A shall not be entitled to receive notice of or attend any meeting of the shareholders of the Corporation or to vote at any such meeting unless and until the Corporation from time to time shall fail to pay in the aggregate six quarterly dividends on the Exchange Preferred Shares, Series 2017-A on the dates on which the same should be paid according to the terms thereof, whether or not consecutive and whether or not dividends have been declared and whether or not there are any moneys of the Corporation properly applicable to the payment of dividends. Thereafter each holder of Exchange Preferred Shares, Series 2017-A shall be entitled to receive notice of all meetings of shareholders and attend thereat and shall be entitled to at any and all such meetings, one vote per each Exchange Preferred Share, Series 2017-A held and shall continue to be entitled to notice and so to attend and vote until such time as all arrears of dividends on any outstanding Exchange Preferred Shares, Series 2017-A shall have been paid, whereupon the rights of holders of Exchange Preferred Shares, Series 2017-A to receive notice of meetings and to attend thereat and vote in respect of such Exchange Preferred Shares, Series 2017-A shall cease unless and until six quarterly dividends on the Exchange Preferred Shares, Series 2017-A shall again be in arrears and unpaid, whereupon the holders of the Exchange Preferred Shares, Series 2017-A shall again have the right to receive notice and to attend and vote as above provided and so on from time to time.

Purchase for Cancellation

5. The Corporation may, at any time and from time to time on or after the date that is ten years after the Closing Date, subject to the provisions of the Canada Business Corporations Act, and the provisions below under “Redemption” and “Restrictions on Payment of Dividends and Reduction of Junior Capital”, purchase for cancellation (if obtainable), in the manner provided in the First Preferred Shares Class Provisions, the whole or any part of the Exchange Preferred Shares, Series 2017-A outstanding from time to time at any price.

Redemption

6. The Corporation may not redeem the Exchange Preferred Shares, Series 2017-A on or prior to the date that is ten years after the Closing Date. Subject to the provisions of the Canada Business Corporations Act and the provisions below under “Restrictions on Payment of Dividends and Reduction of Junior Capital” the Corporation may redeem all, or from time to time any part, of the outstanding Exchange Preferred Shares, Series 2017-A, without the consent of the holders of the Exchange Preferred Shares, Series 2017-A, on not more than 60 days and not less than 30 days prior notice, at any time after the date that is ten years after the Closing Date, by the payment of an amount in cash for each such share so redeemed of $1,000 per share (such price being hereinafter referred to as the “Redemption Price”) together with an amount equal to all accrued and unpaid dividends thereon, which amount for such purpose shall be calculated as if such dividends were accruing for the period from the expiration of the last Dividend Period for which dividends thereon have been paid up to the date of such redemption, subject to any applicable withholding tax.

Restrictions on Payment of Dividends and Reduction of Junior Capital

7. So long as any of the Exchange Preferred Shares, Series 2017-A are outstanding the Corporation shall not, without the approval of the holders of the Exchange Preferred Shares, Series 2017-A:

(a) declare any dividend on the common shares or any shares ranking junior to the Exchange Preferred Shares, Series 2017-A (other than stock dividends on shares ranking junior to the Exchange Preferred Shares, Series 2017-A);

(b) redeem, purchase or otherwise retire any of the common shares or any other shares ranking junior to the Exchange Preferred Shares, Series 2017-A (except out of the net cash proceeds

of a substantially concurrent issue of shares ranking junior to the Exchange Preferred Shares, Series 2017-A), or

(c) redeem, repurchase or otherwise retire: (i) less than all of the Exchange Preferred Shares, Series 2017-A; or (ii) except pursuant to any purchase obligation, sinking fund, retraction privilege, or mandatory redemption provisions attaching to any series of preferred shares of the Corporation, any other shares ranking on parity with the Exchange Preferred Shares, Series 2017-A;

unless, in each case, all dividends payable on the Exchange Preferred Shares, Series 2017-A, and on all other shares ranking prior to or on parity with the Exchange Preferred Shares, Series 2017-A, have been declared and paid or set apart for payment, subject to any applicable withholding tax.

Fractional Shares

8. The Exchange Preferred Shares, Series 2017-A may be issued in whole or in fractional shares. Each fractional Exchange Preferred Share, Series 2017-A shall carry and be subject to the rights, privileges, restrictions and conditions (including voting rights and dividend rights) of the Exchange Preferred Shares, Series 2017-A in proportion to the applicable fraction.

Exchange Preferred Shares, Series 2017-A Definitions

9. The following terms shall have the following respective meanings:

“Automatic Exchange” means the automatic exchange of the Trust Notes for the right to receive Exchange Preferred Shares, Series 2017-A upon the occurrence of an Automatic Exchange Event.

“Automatic Exchange Event” means an event giving rise to the Automatic Exchange, being the occurrence of any one of the following: (a) the making by TCC or the Corporation of a general assignment for the benefit of its creditors or a proposal (or the filing of a notice of its intention to do so) under the Bankruptcy and Insolvency Act (Canada), (b) any proceeding instituted by TCC or the Corporation seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or the Corporation or any substantial part of its property and assets in circumstances where TCC or the Corporation, as applicable, is adjudged a bankrupt or insolvent, (c) a receiver, interim receiver, trustee or other similar official is appointed over TCC or the Corporation or for any substantial part of its property and assets by a court of competent jurisdiction in circumstances where TCC or the Corporation, as applicable, is adjudged a bankrupt or insolvent; or (d) any proceeding is instituted against TCC or the Corporation seeking to adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, dissolution, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization, or seeking the entry of an order for the appointment of a receiver, interim receiver, trustee or other similar official for TCC or the Corporation or any substantial part of its property and assets in circumstances where TCC or the Corporation, as applicable, is adjudged a bankrupt or insolvent, and either such proceeding has not been stayed or dismissed within 60 days of the institution of any such proceeding or the actions sought in such proceedings occur (including the entry of an order for relief against TCC or the Corporation or the appointment of a receiver, interim receiver, trustee, or other similar official for it or for any substantial part of its property and assets).

“Closing Date” means •, 2017;

“Dollars”, “dollars” or the sign “$” shall be deemed to be a reference to lawful money of the United States.

“Dividend Payment Date” means March 31, June 30, September 30 and December 31 of each year during which any Exchange Preferred Shares, Series 2017-A are issued and outstanding.

“Exchange Time” means the time at which the Automatic Exchange will be effective, being 8:00 a.m. (Eastern Time) on the date that an Automatic Exchange Event occurs.

“Issue Date” means the date on which the Exchange Preferred Shares, Series 2017-A are issued.

“TCC” means TransCanada Corporation.

“Trust” means TransCanada Trust, a unit trust established under the laws of the Province of Ontario.

“Trust Notes” means the Trust Notes — Series 2017-A of the Trust, representing a series of junior subordinated unsecured debt obligations, due •, 2077.

Amendments

10. Sections 1 to 11, inclusive, of these Exchange Preferred Shares, Series 2017-A Provisions may be repealed, altered, modified, amended or amplified only with the sanction of the holders of the Exchange Preferred Shares, Series 2017-A given as hereinafter specified in addition to any other approval required by the Canada Business Corporations Act.

Sanction by Holders of Exchange Preferred Shares, Series 2017-A

11. The sanction by holders of the Exchange Preferred Shares, Series 2017-A as to any and all matters referred to herein or as to any change adversely affecting the rights or privileges of the Exchange Preferred Shares, Series 2017-A may be given and shall be deemed to have been sufficiently given if given by the holders of the Exchange Preferred Shares, Series 2017-A in the manner provided in the First Preferred Shares Class Provisions with respect to the sanction of the holders of any series of the First Preferred Shares and the said provisions shall apply mutatis mutandis.

Tax Election

12. The Corporation shall elect, in the manner and within the time provided under section 191.2 of the Income Tax Act (Canada) or any successor or replacement provision of similar effect, to pay tax at a rate and take all other necessary action under such Act such that no holder of the Exchange Preferred Shares, Series 2017-A will be required to pay tax on dividends received on the Exchange Preferred Shares, Series 2017-A under section 187.2 of Part IV.1 of such Act or any successor or replacement provision of similar effect.

Non-Business Days

13. In the event that any date on which any dividend is payable by the Corporation, or any date on or by which any other action is required to be taken or determination made by the Corporation or the holders of Exchange Preferred Shares, Series 2017-A hereunder, is not a Business Day, then such dividend shall be payable, or such other action shall be required to be taken or determination made, on or before the next succeeding day that is a Business Day.

EX-4.11 4 a2231071zex-4_11.htm EX-4.11

Exhibit 4.11

TCPL SUBORDINATED NOTE PURCHASE AGREEMENT

·, 2017

TO: TransCanada Trust

c/o TransCanada PipeLines Limited, as Administrative Agent

450 - 1st Street S.W.

Calgary, Alberta,

T2P 5H1 Canada

Purchase of TCPL Subordinated Notes

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.

Agreement to Purchase

1. TCPL hereby agrees to issue and deliver, or cause to be delivered, to the Trust, and the Trust hereby agrees to purchase, the TCPL Sub Notes in the manner and for the consideration described in this Agreement.

Subscription Price

2. The subscription price for the TCPL Sub Notes will be $· (the “Subscription Price”) in United States Dollars. The Subscription Price will be paid by the Trust to TCPL in accordance with Section 7 of this Agreement.

Representations and Warranties

3. The Trust represents and warrants to TCPL that it is purchasing the TCPL Sub Notes as principal and is an “accredited investor” as defined in National Instrument 45-106 of the Canadian Securities Administrators.

4. TCPL represents and warrants that the TCPL Sub Notes have been duly authorized and executed by TCPL and, when authenticated and delivered to the Trust in accordance with the terms hereof and the terms of the Indenture, will constitute valid and binding obligations of TCPL entitled to the benefits of the Indenture and enforceable against TCPL in accordance with their terms except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of the rights of creditors generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding at law or in equity).

Covenants

5. The Trust will execute and deliver within the applicable time periods all documentation as may be required by applicable securities laws, if any, to permit the purchase of the TCPL Sub Notes on the terms set forth herein and the Trust will execute, deliver, file and otherwise assist TCPL in filing such reports, undertakings and other documents, if any, with respect to the issue of the TCPL Sub Notes as may be required by applicable securities laws or by any securities regulatory authority or stock exchange or other regulatory authority.

6. The Trust understands that (i) the TCPL Sub Notes are subject to transfer restrictions, and (ii) it will not be able to resell the TCPL Sub Notes until expiry of the applicable hold period under applicable Canadian securities laws except in accordance with limited exemptions and compliance with other requirements of applicable law, and the Trust (and not TCPL) is responsible for compliance with applicable resale restrictions or hold periods and will comply with such transfer restrictions and all relevant securities laws in connection with any resale of the TCPL Sub Notes.

Delivery and Payment

7. The issuance and purchase of the TCPL Sub Notes contemplated by this Agreement will take place at the offices of TCPL, 450- 1st Street S.W., Calgary, Alberta T2P 5C1 at 8:30 a.m. (Calgary time) on ·, 2017 (the “Closing”). At the Closing, TCPL will issue and deliver, or cause to be delivered, to the Trust one or more certificates for the TCPL Sub Notes, registered in the name of the Trust and the Trust will pay the Subscription Price to TCPL by cheque, bank draft or electronic transfer of funds or as otherwise agreed by the Trust and TCPL.

Personal Information Authorization

8. By executing this Agreement, the Trust hereby consents to the collection, use and disclosure of the personal information provided herein and other personal information provided by the Trust or collected by TCPL or its agents as reasonably necessary in connection with the Trust’s subscription for the TCPL Sub Notes (collectively, “personal information”) including as follows: (a) TCPL may use personal information and disclose personal information to intermediaries such as TCPL’s legal counsel and withholding and/or transfer agents for the purposes of determining the Trust’s eligibility to invest in the TCPL Sub Notes and for managing and administering the Trust’s investment in the TCPL Sub Notes; (b) TCPL, its agents and advisors, may each collect, use and disclose personal information for the purposes of meeting legal, regulatory, self-regulatory, security and audit requirements (including any applicable tax, securities, money laundering or anti-terrorism legislation, rules or regulations) and as otherwise permitted or required by law, which disclosures may include disclosures to tax, securities or other regulatory or self-regulatory authorities in Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities; (c) TCPL and its agents and advisors may use personal information and disclose personal information to parties connected with the proposed or actual transfer, sale, assignment, merger or amalgamation of TCPL or its business or assets or similar transactions, for the purpose of permitting such parties to evaluate and/or proceed with and complete such transaction. Purchasers, assignees and successors of TCPL or its business or assets may collect, use and disclose personal information as described in this Agreement. The Trust acknowledges that TCPL’s agents or intermediaries may be located outside of Canada, and personal information may be transferred and/or processed outside of Canada for the purposes described above, and that measures TCPL may use to protect personal information while handled by agents, intermediaries or other third parties on its behalf, and

personal information otherwise disclosed or transferred outside of Canada for the purposes described above, are subject to legal requirements in foreign countries applicable to TCPL or such third parties, for example lawful requirements to disclose personal information to government authorities in those countries.

Governing Law

9. This Agreement will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein.

Entire Agreement

10. This Agreement contains the entire agreement of the parties relating to the purchase of the TCPL Sub Notes by the Trust and there are no representations, warranties, covenants or other agreements relating to the subject matter of this Agreement except as stated or referred to in this Agreement.

Time of the Essence

11. Time is of the essence of this Agreement.

Severability

12. Any provision of this Agreement which is found to be unenforceable by a court of competent jurisdiction will be ineffective to the extent of such unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions.

Recourse to the Trustee and the Trust

13. Where any reference is made in this Agreement to an act to be performed by or for or on behalf of the Trust, or a right or obligation of the Trust, such reference will be construed and applied for all purposes as if it referred to an act to be performed by or a right or obligation of Valiant Trust Company (the “Trustee”) for and on behalf of and in its capacity as trustee of the Trust. This Agreement will be deemed and construed for all purposes as if made by the Trustee in and only in its capacity as trustee of the Trust. Subject to the exceptions set out in the Trust’s declaration of trust: (i) any liability, debt or obligation of the Trustee under this Agreement is non-recourse to the Trustee in its personal capacity and limited solely to the Trust Assets; (ii) no other property or assets of the Trustee, whether owned by it in its personal capacity or otherwise, will be subject to levy, execution or other enforcement procedure with regard to any obligation under this Agreement; and (iii) no recourse may be had or taken, directly or indirectly, against the Trustee in its personal capacity or against any incorporator, shareholder, director, officer, representative, employee, agent or advisor of the Trustee or any predecessor or successor of the Trustee.

Delivery of the TCPL Subordinated Note Purchase Agreement

14. TCPL and the Trust agree that two signed copies of this Agreement, together with any required forms, if any, necessary to comply with applicable securities legislation and policies, will be delivered to TCPL at Closing subject to extension through mutual agreement between TCPL and the Trust.

Counterparts

15. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a party may send a copy of its original signature on the execution page hereof to the other party by electronic transmission, and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving party.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

TRANSCANADA TRUST, by its Administrative Agent, TRANSCANADA PIPELINES LIMITED


By:
	Name:	Joel E. Hunter
	Title:	Vice-President, Finance and Treasurer


By:
	Name:	Christine R. Johnston
	Title:	Vice-President, Law and Corporate Secretary

Confirmation and Acceptance

This TCPL Subordinated Note Purchase Agreement is confirmed and accepted by TCPL as of ·, 2017.

TRANSCANADA PIPELINES LIMITED


By:
	Name:	Joel E. Hunter
	Title:	Vice-President, Finance and Treasurer


By:
	Name:	Christine R. Johnston
	Title:	Vice-President, Law and Corporate Secretary

EX-4.15 5 a2231071zex-4_15.htm EX-4.15

Exhibit 4.15

TransCanada Trust

Trust Notes — Series 2017-A Due 2077

guaranteed by

TransCanada PipeLines Limited

Underwriting Agreement

Calgary, Alberta
February [·], 2017

Deutsche Bank Securities Inc.

J.P. Morgan Securities LLC
As Representatives of the several
Underwriters named in Schedule II hereto

c/o

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

and

J.P. Morgan Securities LLC
383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

TransCanada Trust, a trust governed by the laws of the Province of Ontario (the “Trust”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Trust Notes”), to be issued under a trust indenture dated as of May 20, 2015 (the “Base Indenture”), between CST Trust Company, as trustee (the “Trustee”) and the Trust (the “Offering”) as supplemented by a Third Supplemental Indenture (the “Third Supplemental Indenture”) to be dated as of the Closing Date (as defined below), among the Trust, the Trustee and TransCanada PipeLines Limited, a corporation organized under the laws of Canada (the “Company”) (the Base Indenture, as supplemented by the Third Supplemental Indenture, the “Indenture”). The Trust Notes will be unconditionally guaranteed on a subordinated basis as to the payment of principal and interest by the Company (such guarantees, the “Guarantees”, and together with the Trust Notes, the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, any Preliminary Prospectus, the Canadian Supplemental PREP Prospectus, the U.S. Supplemental Prospectus, the Canadian Final Prospectus or the U.S. Final Prospectus shall be deemed to refer to and include the documents

incorporated by reference therein pursuant to Item 4 of Form F-10 which were filed under the Exchange Act or pursuant to Applicable Canadian Securities Law on or before the Effective Date of the Registration Statement or the issue date of the Preliminary Prospectus, the Canadian Supplemental PREP Prospectus, the U.S. Supplemental Prospectus, the Canadian Final Prospectus or the U.S. Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus, the Canadian Supplemental PREP Prospectus, the U.S. Supplemental Prospectus, the Canadian Final Prospectus or the U.S. Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act or Applicable Canadian Securities Law after the Effective Date of the Registration Statement or the issue date of the Preliminary Prospectus, the Canadian Supplemental PREP Prospectus, the U.S. Supplemental Prospectus, the Canadian Final Prospectus or the U.S. Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 20 hereof.

1. Representations and Warranties. Each of the Trust and the Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1 that:

(a) PREP Prospectus Filings. The Trust and the Company meet the eligibility requirements to file a short form prospectus with the Reviewing Authorities and are eligible to use the PREP Procedures (as defined below); a preliminary base PREP prospectus relating to the Securities has been filed with the Reviewing Authorities in accordance with National Instrument 44-101 (“NI 44-101”) and National Instrument 44-103 (“NI-44-103”) for the pricing of securities after the receipt for a prospectus has been obtained (the “PREP Procedures”) and the Trust and the Company have informed the Alberta Securities Commission that it is the principal jurisdiction regulating the offering of the Securities; a preliminary receipt has been obtained from the Reviewing Authorities in respect of such preliminary short form base PREP prospectus; a final short form base PREP prospectus relating to the Securities has also been filed with the Reviewing Authorities in accordance with NI 44-101 and NI 44-103 (the “Canadian Final Base PREP Prospectus”) omitting the PREP Information (as hereinafter defined); a final receipt has been obtained from the Reviewing Authorities in respect of such Canadian Final Base PREP Prospectus; the Trust and the Company will file with the Reviewing Authorities, in accordance with Section 4(a) hereof and the PREP Procedures, a supplemented prospectus including the PREP Information (the “Canadian Supplemental PREP Prospectus”); the information included in the Canadian Supplemental PREP Prospectus that is omitted from the Canadian Final Base PREP Prospectus for which a receipt has been obtained from the Reviewing Authorities but that is deemed under the PREP Procedures to be incorporated by reference into the Canadian Final Base PREP prospectus as of the date of the Canadian Supplemental PREP Prospectus is referred to herein as the “PREP Information”; no order suspending the distribution of the Securities has been issued by the Reviewing Authorities and no proceeding for that purpose has, to the best of the Trust’s knowledge and the Company’s knowledge, been initiated or threatened by the Reviewing Authorities;

(b) Registration Requirement Compliance. The Trust and the Company meet the general eligibility requirements for use of Form F-10 under the Act, have filed a registration statement on Form F-10 (File No. 333-[·]) and an amendment thereto in respect of the Securities and an appointment of agent for service of process on Form F-X (the “Form F-X”) in

conjunction with the filing of such registration statement with the Commission and have caused the Trustee to prepare and file with the Commission an appointment of agent for service of process on Form F- X; such registration statement and any post-effective amendment thereto, including the Canadian Final Base PREP Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission), in the form heretofore delivered or to be delivered to the Representatives, including exhibits to such registration statement and any documents incorporated by reference in the prospectus contained therein, for delivery by them to each of the other Underwriters, has been declared effective under the Act in such form; no other document with respect to such registration statement or documents incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission and no other document incorporated by reference in the prospectus contained therein has heretofore been filed with the Reviewing Authorities; the Trust and the Company will file with the Commission, in accordance with Section 4(a) hereof and pursuant to General Instruction II.L. of Form F-10, the Canadian Supplemental PREP Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission) (the “U.S. Supplemental Prospectus”); no stop order suspending the effectiveness of such registration statement has been issued and, to the Trust’s knowledge and the Company’s knowledge, no proceeding for that purpose has been initiated or threatened by the Commission; the various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time the registration statement was declared effective, as amended at the time the registration statement was declared effective and including any supplemented prospectus relating to the Securities that is filed with the Commission and deemed part of such registration statement, are hereinafter collectively called the “Registration Statement”; “U.S. Final Prospectus” means the prospectus included in the Registration Statement at the time it was declared effective, until such time as the first U.S. Supplemental Prospectus containing pricing information is filed with the Commission pursuant to General Instruction II.L. of Form F-10, at and after which time “U.S. Final Prospectus” shall mean such U.S. Supplemental Prospectus; and “Canadian Final Prospectus” means the Canadian Final Base PREP Prospectus, until such time as the Canadian Supplemental PREP Prospectus containing pricing information is filed with the Reviewing Authorities, at which time “Canadian Final Prospectus” shall mean such Canadian Supplemental PREP Prospectus;

(c) Incorporated Documents. The Canadian Documents, when they were filed with the Reviewing Authorities and incorporated by reference into the Canadian Final Prospectus, conformed in all material respects to the requirements of Applicable Canadian Securities Law; and the documents included or incorporated by reference in the Registration Statement, any Preliminary Prospectus and the U.S. Final Prospectus, when they were filed with the Commission conformed in all material respects to any applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder; and any further documents so filed and incorporated by reference in the Canadian Final Prospectus, any Preliminary Prospectus and the U.S. Final Prospectus or any amendment or supplement thereto, when such documents are filed with the Reviewing Authorities or the Commission, will conform in all material respects to the requirements of Applicable Canadian Securities Law, or the Exchange Act, as applicable;

(d) Disclosure Conformity. On the Effective Date, the Registration Statement did, and on the date it was first filed and on the Closing Date, the U.S. Final Prospectus did and will conform in all material respects with the Act and the Trust Indenture Act and the rules and regulations of the Commission under both the Act and the Trust Indenture Act; on the date each was first filed, the Canadian Final Base PREP Prospectus did and the Canadian Final Prospectus will, and on the Closing Date the Canadian Final Prospectus will, conform in all material respects with the applicable requirements of Applicable Canadian Securities Law; the Registration Statement, as of the Effective Date and at the Initial Sale Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Canadian Final Base PREP Prospectus and the prospectus included in the Registration Statement at the time it was declared effective, each as of its filing date and at the Initial Sale Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Canadian Supplemental PREP Prospectus and the U.S. Supplemental Prospectus will not, as of their filing dates and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Trust or the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement, the Canadian Final Prospectus or the U.S. Final Prospectus;

(e) Disclosure Package. As of [·] [p.m.] (Eastern time) on the date of this Agreement (the “Initial Sale Time”) and as of the Closing Date, (i) the Disclosure Package and (ii) each electronic roadshow, if any, listed in Schedule IV hereto (the “Roadshows”), when taken together as a whole with the Disclosure Package, does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package and the Roadshows made in reliance upon and in conformity with information furnished in writing to the Trust or the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein;

(f) Company not Ineligible Issuer. At the time of the initial filing of the Registration Statement, each of the Trust and the Company was not and, as of the date of this Agreement, is not, an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Trust or the Company be considered an Ineligible Issuer;

(g) Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein and any prospectus deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from such Issuer Free Writing Prospectus made in reliance

upon and in conformity with information furnished in writing to the Trust or the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein;

(h) Trust and Company Good Standing. The Trust has been duly formed and is validly existing as a trust under the laws of Ontario and the Company has been duly incorporated and is validly existing as a corporation under the laws of Canada, in each case, with full power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus, and is duly qualified to transact its business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Trust or the Company and its subsidiaries, taken as a whole;

(i) Subsidiary Good Standing. Each of the Company’s Significant Subsidiaries has been duly incorporated or organized, is validly existing as a corporation, a limited liability company or a limited partnership, as the case may be, in good standing under the laws of the respective jurisdiction of its incorporation or organization, has the corporate, limited liability company or limited partnership power and authority to own its property and to conduct its business as described in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus (or as presently conducted, if not so described therein) and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries taken as a whole. Other than the Significant Subsidiaries, each of the other subsidiaries of the Company did not have (i) as of the last day of the Company’s most recent fiscal year, total assets in excess of 10% of the consolidated assets of the Company and its subsidiaries as at that date and (ii) for the fiscal year then ended, total revenues in excess of 10% of the consolidated revenues of the Company and its subsidiaries for such period. In making this determination, any subsidiary acquired after the last day of the Company’s most recent fiscal year shall be deemed to have been acquired as of such date. The Trust does not have any subsidiaries;

(j) Existing Instruments. There is no franchise, contract or other document of a character required to be described in the Registration Statement, the Disclosure Package, the Canadian Final Prospectus or the U.S. Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus under the headings “Certain Income Tax Considerations”, “Description of the Trust Securities”, “Description of TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares” and “Description of the TCPL Sub Notes” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings;

(k) Agreement, Securities and Indenture Authorization. Each of the Trust and the Company has full power and authority to execute, deliver and perform its obligations under

this Agreement and this Agreement has been duly authorized, executed and delivered by or on behalf of each of the Trust and the Company; the Trust Notes have been duly authorized and, when the Trust Notes are issued and delivered pursuant to this Agreement, such Trust Notes will have been duly executed, authenticated, issued and delivered and, upon payment for the Trust Notes by the Representatives to the Trust, will constitute valid and legally binding obligations of the Trust entitled to the benefits of the Indenture; the Guarantees have been duly authorized and, when the Trust Notes are issued and delivered pursuant to this Agreement, and upon payment for the Trust Notes by the Representatives to the Trust, such Guarantees will constitute valid and legally binding obligations of the Company; the Base Indenture, which is included as an exhibit to the Registration Statement, has been duly authorized, the Third Supplemental Indenture, a form of which is included as an exhibit to the Registration Statement, has been duly authorized, the Indenture has been duly qualified under the Trust Indenture Act and the Base Indenture has been and the Third Supplemental Indenture, when the Trust Notes are issued and delivered pursuant to this Agreement, will have been, duly executed and delivered by the Trust, in the case of the Base Indenture, and by the Trust and the Company, in the case of the Third Supplemental Indenture, and the Indenture, assuming the due execution and delivery by the Trustee, will constitute a valid and legally binding instrument, enforceable against the Trust and the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Base Indenture or the Third Supplemental Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Base Indenture or the Third Supplemental Indenture or the Securities issued thereunder; and the Indenture conforms, and the Securities will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such Securities; the TCPL Exchange Preferred Shares and TCPL Deferral Preferred shares (in each case, as defined, and issuable in the circumstances described, in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus) have been duly authorized by the Company out of its authorized and unissued share capital, free from pre-emptive and other rights, in such amounts as may be required for the Company to meet its obligations under the Share Exchange Agreement and the Assignment and Set-Off Agreement, as applicable, and, if and when issued, such TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares will be validly issued, will be outstanding as fully paid and nonassessable preferred shares, and will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect to such preferred shares;

(l) Investment Company Act. Neither the Trust nor the Company is and, after giving effect to (i) the offering and sale of the Securities and the application of the proceeds of the Securities as described in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus under the heading “Use of Proceeds” and (ii) the sale of the TCPL Sub Notes and the application of the proceeds of the TCPL Sub Notes as described in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus under the heading “Use of Proceeds,” neither the Trust nor the Company will be an “investment company” as defined in

the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder;

(m) Passive Foreign Investment Company. Each of the Trust and the Company was not a “passive foreign investment company” as defined in Section 1297 of the Internal Revenue Code of 1986, as amended (a “PFIC”), for its taxable year ended December 31, 2016, and neither the Trust nor the Company expects to be a PFIC for its taxable year ended December 31, 2017 or for future taxable years during the term of the Securities;

(n) Governmental Authorization and Absence of Further Requirements. No Governmental Authorizations are required in connection with the transactions contemplated herein, except such as have been obtained under the Act, Applicable Canadian Securities Law, the Canada Business Corporations Act, and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus; except as set forth in or contemplated in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus, each of the Trust and the Company and its subsidiaries possess all Governmental Authorizations necessary to conduct their respective businesses except where the failure to possess such Governmental Authorizations would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Trust or the Company and its subsidiaries, taken as a whole, and neither the Trust, the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Trust or the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business;

(o) Material Changes. Since the respective dates as of which information is given in the Registration Statement, the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus, except as may otherwise be stated in or contemplated by the Registration Statement, the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus, there has been no material adverse change, actual or to the knowledge of the Trust or the Company, pending, in the condition (financial or otherwise), earnings, business or properties of the Trust or the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business;

(p) No Default and Conflict Absence. Neither the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated, nor the execution, delivery or performance of the Ancillary Agreements (as defined below) will conflict with or result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of the Trust or of the Company or any of its Significant Subsidiaries pursuant to (i) the charter, by-laws, certificate of formation, limited liability agreement, partnership agreement or other formation, constating or organizational documents, as the case may be, of the Trust or of the Company or any of its Significant Subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other

agreement, obligation, condition, covenant or instrument to which the Trust or the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Trust or the Company or any of its Significant Subsidiaries of any Governmental Authority, except, in the case of (ii) or (iii), such breaches, violations, liens, charges or encumbrances as would not, individually or in the aggregate, constitute a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Trust or the Company and its subsidiaries, taken as a whole; except as set forth in or contemplated in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus, neither the Trust, the Company nor any Significant Subsidiary is in violation or default of (i) any provision of its respective charter, bylaws, certificate of formation, limited liability agreement, partnership agreement or other formation, constating or organizational documents, as the case may be, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, except, in the case of (ii) or (iii) such violation or default as would not, individually or in the aggregate, constitute a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Trust or the Company and its subsidiaries, taken as a whole;

(q) Financial Statements. The consolidated historical financial statements of the Company included or incorporated by reference in the Canadian Final Prospectus, the Disclosure Package, the U.S. Final Prospectus and the Registration Statement (i) present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, (ii) comply as to form with the applicable accounting requirements of the Act and Applicable Canadian Securities Law, and (iii) have been prepared in conformity with U.S. generally accepted accounting principles, applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The unaudited pro forma condensed consolidated balance sheet and condensed consolidated statements of income of the Company and the related notes thereto included or incorporated by reference in the Canadian Final Prospectus, the Disclosure Package, the U.S. Final Prospectus and the Registration Statement (i) present fairly in all material respects the pro forma consolidated financial position, results of operations and earnings of the Company as of the dates and for the periods indicated after giving effect to the transactions and assumptions described in the related notes thereto, (ii) complies as to form with the applicable accounting requirements of the Act and Applicable Canadian Securities Law, (iii) has been prepared in conformity with U.S. generally accepted accounting principles, applied on a consistent basis throughout the periods involved (except as otherwise noted therein) and (iv) the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and assumptions referred to therein. The Columbia Financial Information and any selected financial data relating to Columbia included or incorporated by reference in the Canadian Final Prospectus, the Disclosure Package, the U.S. Final Prospectus and the Registration Statement (i) presents fairly in all material respects the financial condition, results of operations and cash flows of Columbia as of the dates and for the periods indicated, (ii) comply as to form with the applicable accounting requirements of the Act and Applicable Canadian Securities Law, and (iii) have been prepared in conformity with U.S. generally accepted accounting principles, applied on a consistent basis throughout the periods involved (except as

otherwise noted therein). The summary financial information of the Trust, the Company, and of other subsidiaries of the Company set forth in the Canadian Final Prospectus, the Disclosure Package, the U.S. Final Prospectus and the Registration Statement under the caption “Consolidating Summary Financial Information” fairly presents, on the basis stated under such caption in the Canadian Final Prospectus, the Disclosure Package, the U.S. Final Prospectus and the Registration Statement, the information included therein;

(r) Proceedings Absence. Except as set forth in or contemplated in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus, no action, suit or proceeding by or before any Governmental Authority involving the Trust, the Company or any of its subsidiaries or its or their property is pending or, to the best of the Trust’s knowledge and the Company’s knowledge, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Trust and the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business;

(s) Ownership of Property. Each of the Trust and the Company and each of its subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted, except such as would not, individually or in the aggregate, constitute a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Trust or the Company and its subsidiaries, taken as a whole;

(t) Independent Accountants. KPMG LLP, who have certified certain financial statements of the Company and its consolidated subsidiaries and delivered their report with respect to the audited consolidated financial statements included or incorporated by reference in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus, are independent chartered accountants with respect to the Trust and the Company within the meaning of Applicable Canadian Securities Law and independent public accountants within the meaning of the Act and the applicable published rules and regulations thereunder. Deloitte & Touche LLP, who have certified certain financial statements of Columbia and its subsidiaries and delivered their report with respect to Columbia’s audited comparative consolidated financial statements as at December 31, 2015 and 2014 and for each of the years in the three-year period ended December 31, 2015, are independent registered public accountants with respect to Columbia within the meaning of the Act and the applicable published rules and regulations thereunder;

(u) Market Stabilization. Neither the Trust nor the Company has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under Applicable Canadian Securities Law, or the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Trust or the Company to facilitate the sale or resale of the Securities;

(v) Environmental Law Compliance. Except as set forth in or contemplated in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus, the Trust and the Company and its subsidiaries are (i) in substantial compliance with Environmental Laws,

(ii) have received and are in substantial compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Trust or the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. Except as set forth in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus, neither the Trust, the Company nor any of the subsidiaries of the Company has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or under any similar Canadian legislation except as would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Trust or the Company and its subsidiaries, taken as a whole;

(w) Ancillary Agreements. Each of the Trust and the Company has full power and authority to execute, deliver and perform its obligations, as applicable, under the Administration Agreement, the TCPL Sub Note Purchase Agreement, the TCPL Sub Note Trust Indenture, the TCPL Sub Notes, the Share Exchange Agreement, the Assignment and Set-Off Agreement, the Credit Facility and the Subscription Agreement (such agreements and instruments, in each case, as described in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus, and collectively, such agreements and instruments, the “Ancillary Agreements”); each of the Ancillary Agreements has been duly authorized, and has been, or on or prior to the Closing Date will be, duly executed and delivered by the Trust and the Company (to the extent a party thereto) and, assuming the due execution and delivery by the other parties to such agreements, constitutes, or on or prior to the Closing Date will constitute, a valid and legally binding instrument, enforceable against the Trust and the Company, as applicable, in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); each of the Ancillary Agreements will conform in all material respects to the descriptions thereof contained in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus with respect thereto; no registration, filing or recording of any Ancillary Agreement under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of such agreement; and

(x) Officers’ Certificates. Any certificate signed by any officer of the Trust or the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Trust or the Company, as applicable, as to matters covered thereby, to each Underwriter.

2. Purchase and Sale.

(a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Trust agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

(b) Each Underwriter represents that it has not offered or sold, directly or indirectly, and agrees that it will not, directly or indirectly, offer, sell or deliver any of the Securities purchased by it under this Agreement, in Canada or to any resident of Canada. Each Underwriter further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar agreement with respect to the Securities that may be entered into by such Underwriter.

3. Delivery and Payment.

(a) Delivery of and payment for the Securities shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Trust or as provided in Section 8 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof (net of the commission specified in Section 3(b) hereof) to or upon the order of the Trust by wire transfer payable in same-day funds to an account specified by the Trust. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct and agree to with the Trust.

(b) As compensation for the services rendered by the Underwriters to the Trust in respect of the issuance and sale of the Securities, the Trust on the Closing Date will pay to the Representatives for the respective accounts of the several Underwriters a commission of [·]% of the principal amount of the Securities sold to the Underwriters under this Agreement. All payments to be made by the Trust to the Representatives as compensation for the services rendered by the Underwriters to the Trust in respect of the issuance and sale of the Securities hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever provided that each Underwriter deals at arm’s length with the Trust (as such term is understood for purposes of the Income Tax Act (Canada)), any such commission or fee is payable in respect of services rendered by an Underwriter wholly outside of Canada that are performed in the ordinary course of business carried on by the Underwriter that includes the performance of such services for a fee and any such amount is reasonable in the circumstances.

4. Agreements. Each of the Trust and the Company agrees with the Representatives and the several Underwriters that:

(a) Prior to the termination of the Offering, neither the Trust nor the Company will file any amendment or supplement to the Registration Statement or the prospectus included therein or the Canadian Final Prospectus or the U.S. Final Prospectus (including the Canadian

Supplemental PREP Prospectus or the U.S. Supplemental Prospectus) unless the Trust or the Company has furnished a copy to the Representatives for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object unless filing is immediately required by law without right of appeal. Subject to the foregoing sentence, the Trust and the Company will prepare the Canadian Supplemental PREP Prospectus and the U.S. Supplemental Prospectus setting forth the principal amount of Securities covered thereby, the terms not otherwise specified in the Canadian Final Base PREP Prospectus and the prospectus which is included in the Registration Statement pursuant to which the Securities are being issued, the names of the Underwriters participating in the Offering and the principal amount of Securities which each severally has agreed to purchase, the names of the Underwriters acting as co-managers in connection with the Offering, the price at which the Securities are to be purchased by the Underwriters from the Trust, the initial public offering price, and the selling concession and reallowance, if any, in a form approved by the Representatives and shall file (i) such Canadian Supplemental PREP Prospectus with the Reviewing Authorities in accordance with Applicable Canadian Securities Law and the PREP Procedures and (ii) such U.S. Supplemental Prospectus with the Commission pursuant to General Instruction II.L. of Form F-10 not later than the Commission’s close of business on the Business Day following the date of the filing thereof with the Reviewing Authorities. Each of the Trust and the Company will promptly file all reports, if any, required to be filed by it with the Reviewing Authorities pursuant to Applicable Canadian Securities Law, and the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172) in connection with the offering or sale of the Securities, and during such same period will advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Canadian Final Prospectus has been filed or receipted, when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Canadian Final Base PREP Prospectus or the prospectus included in the Registration Statement or any amended Canadian Final Prospectus or U.S. Final Prospectus has been filed with the Reviewing Authorities or the Commission, of the issuance by the Reviewing Authorities or the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening, to the knowledge of the Trust or the knowledge of the Company, of any proceeding for any such purpose, or of any request by the Reviewing Authorities or the Commission for the amending or supplementing of the Registration Statement, the Canadian Final Prospectus or the U.S. Final Prospectus or for additional information relating to the Securities; and each of the Trust and the Company will use its commercially reasonable best efforts to prevent the issuance of any such stop order or any such order preventing or suspending the use of any prospectus relating to the Securities or the suspension of any such qualification and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to use its commercially reasonable best efforts to obtain the withdrawal of such order as soon as possible;

(b) Notwithstanding the provisions of paragraph 4(a) above, if, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Canadian Final Prospectus or the U.S. Final Prospectus, each as

then amended or supplemented, or the Disclosure Package, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend the Registration Statement or amend or supplement the Canadian Final Prospectus, the U.S. Final Prospectus or the Disclosure Package to comply with Applicable Canadian Securities Law, the Act or the Exchange Act, each of the Trust and the Company will promptly (i) notify the Representatives of such event, (ii) prepare and file with the Reviewing Authorities and the Commission an amendment or supplement which will correct such statement or omission or effect such compliance and (iii) supply any amended or supplemented Canadian Final Prospectus and U.S. Final Prospectus or Disclosure Package to the Representatives in such quantities as they may reasonably request;

(c) As soon as practicable, the Company will make generally available to its security holders an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158;

(d) The Trust and the Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and to the Representatives for delivery to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, Issuer Free Writing Prospectus and U.S. Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Trust and the Company will pay the expenses of printing or other production of all documents relating to the Offering;

(e) The Trust and the Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate upon consultation with the Trust and the Company and will maintain such qualifications in effect so long as required for the distribution of the Securities and will pay any fee of the FINRA in connection with its review of the Offering; provided that in no event shall the Trust or the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject;

(f) Each of the Trust and the Company agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with each of the Trust and the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Trust or the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Trust or the Company with the Commission or retained by the Trust or the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectus substantially in the form included in Schedule III hereto and in respect of Roadshows, if any, furnished to you before first use. Any such Free Writing Prospectus consented to by the Representatives or the Trust or the Company is

hereinafter referred to as a “Permitted Free Writing Prospectus.” Each of the Trust and the Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping;

(g) Neither the Trust nor the Company will, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Trust or the Company or any affiliate of the Company or any person in privity with the Trust, the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any debt securities with a term in excess of nine months issued or guaranteed by the Trust or the Company (other than the Securities) or publicly announce an intention to effect any such transaction, in each case, within the U.S. marketplace until the Business Day set forth in Schedule I hereto;

(h) The Trust will furnish to the Trustee reports and other information in accordance with the requirements specified in Section 5.3 of the Base Indenture and the Company will furnish to the Trustee reports and other information in accordance with Section 6.5 of the Third Supplemental Indenture;

(i) The Trust will use the net proceeds received by it from the sale of any Securities in the manner specified in the U.S. Final Prospectus, the Disclosure Package and the Canadian Final Prospectus under the caption “Use of Proceeds”; and the Company will use the net proceeds received by it from the sale of any of the TCPL Sub Notes in the manner specified in the U.S. Final Prospectus, the Disclosure Package and the Canadian Final Prospectus under the caption “Use of Proceeds”;

(j) In connection with the Offering, each of the Trust and the Company will take such steps as it deems necessary to ascertain promptly whether (i) the Canadian Supplemental PREP Prospectus prepared in connection with the Offering was received for filing by the Reviewing Authorities and (ii) the U.S. Supplemental Prospectus prepared in connection with such Offering and transmitted for filing pursuant to General Instruction II.L. of Form F-10 was received for filing by the Commission, and, in the event that any such prospectuses were not received for filing, it will promptly file any such prospectus not then received for filing;

(k) Each of the Trust and the Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission or the Reviewing Authorities, as applicable, of the Registration Statement (including financial statements and exhibits thereto), any Issuer Free Writing Prospectus, each Preliminary Prospectus, the Canadian Final Prospectus and U.S. Final Prospectus, and each amendment or supplement to any of them, and the costs and expenses relating to any Roadshow; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges

for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, each Issuer Free Writing Prospectus, the Canadian Final Prospectus and U.S. Final Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) if applicable, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification) provided that neither the Trust nor the Company shall be responsible for the fees and disbursements of more than one law firm (other than local counsel) for all the Underwriters in connection with the transactions contemplated hereby, including preparation of the Blue Sky memorandum; (vi) any filings required to be made with the FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (vii) the transportation and other expenses in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Trust’s and the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Trust and the Company; (ix) any fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; (x) any fees charged by securities rating services for rating the Securities; and (xi) all other costs and expenses of the Trust and the Company and its representatives incident to the performance by the Company of its obligations hereunder; and

(l) Neither the Trust nor the Company will take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act, Applicable Canadian Securities Law, or otherwise, stabilization or manipulation of the price of any security of the Trust or the Company to facilitate the sale or resale of the Securities.

5. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Trust and the Company contained herein as of the Initial Sale Time and the Closing Date (including, for the avoidance of doubt, compliance with covenants and conditions in the indentures of the Company relating to the creation, assumption or incurrence of funded indebtedness), to the accuracy of the statements of the Trust and the Company made in any certificates pursuant to the provisions of this Section 5, to the performance by each of the Trust and the Company of its obligations hereunder and to the following additional conditions:

(a) (i) The Canadian Supplemental PREP Prospectus shall have been filed with the Reviewing Authorities under Applicable Canadian Securities Law and (ii) the U.S. Supplemental Prospectus shall have been filed with the Commission pursuant to General Instruction II.L. of Form F-10 under the Act, in each case, within the applicable time period prescribed for such filing and in accordance with Section 4(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no order preventing or suspending the use of any prospectus relating to the Securities shall have been issued and no proceeding for any such purpose shall have been initiated or threatened by the Commission or the Reviewing Authorities;

(b) The Company shall have requested and caused Mayer Brown LLP, U.S. counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, to the effect set forth in Annex I hereto;

(c) Blake, Cassels & Graydon LLP, Canadian counsel for the Company, shall have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, with respect to the laws of the Province of Alberta, the Province of Ontario and the federal laws of Canada applicable therein, to the effect set forth in Annex II;

(d) Stikeman Elliott LLP, Canadian tax counsel for the Company, shall have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, with respect to the laws of the Province of Alberta, the Province of Ontario and the federal laws of Canada applicable therein, to the effect set forth in Annex III.

(e) The Representatives shall have received from Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture (if applicable), the Registration Statement, the Disclosure Package, the U.S. Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably require and request for the purpose of enabling them to pass upon such matters;

(f) The Representatives shall have received from United States in-house counsel to the Company, an opinion to the effect set forth in Annex IV;

(g) As of the date hereof, TransCanada Corporation shall have executed a Letter Agreement substantially in the form attached hereto as Annex V;

(h) The Company shall have furnished to the Representatives a certificate of the Trust signed by the Vice-President, Finance and Treasurer and the Executive Vice-President and Chief Financial Officer of the Company, in its capacity as Administrative Agent of the Trust, dated the Closing Date, to the effect of (i), (ii) and (iii) in this paragraph 5(h) below and a certificate of the Company, signed by the Vice-President, Finance and the Executive Vice-President and Chief Financial Officer of the Company, dated the Closing Date, to the effect that:

(i) the signers of such certificates have carefully examined the Registration Statement, the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus, any supplements to the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus and this Agreement;

(ii) the representations and warranties of the Trust or the Company, as applicable, in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Trust or the Company, as applicable, has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

(iii) no stop order suspending the effectiveness of the Registration Statement or stop order preventing or suspending the use of any prospectus relating to the Securities has been issued and no proceedings for that purpose have been, to the Trust’s or the Company’s knowledge, as applicable, instituted or threatened by the Reviewing Authorities or the Commission;

(iv) since the date of the most recent financial statements included or incorporated by reference in the Canadian Final Prospectus and the Disclosure Package, there has been no material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Trust or the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Canadian Final Prospectus and the Disclosure Package; and

(v) the Trust and the Company are in compliance with the covenants and conditions in the indentures of the Trust and the Company, as applicable, relating to the creation, assumption or incurrence of funded indebtedness;

(i) At the Initial Sale Time and the Closing Date, the Representatives shall have received from KPMG LLP a letter or letters dated such date or dates, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter or letters for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the U.S. Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus and the Canadian Final Prospectus. At the Initial Sale Time and the Closing Date, the Representatives shall have received from Deloitte & Touche LLP a letter or letters dated such date or dates, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter or letters for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the Columbia Financial Information and certain financial information of Columbia contained in the Registration Statement, the U.S. Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus and the Canadian Final Prospectus;

(j) Subsequent to the Initial Sale Time or, if earlier, the dates as of which information is given in the Registration Statement as amended or supplemented prior to the Initial Sale Time, the Canadian Final Prospectus as amended or supplemented prior to the Initial Sale Time, the Disclosure Package or any Issuer Free Writing Prospectus, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (i) of this Section 5 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Trust or the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Canadian Final Prospectus, as amended or supplemented prior to the Initial Sale Time, and the Disclosure Package the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration

Statement, the Canadian Final Prospectus, the U.S. Final Prospectus, the Disclosure Package and any Issuer Free Writing Prospectus;

(k) Subsequent to the Initial Sale Time, there shall not have been any decrease in the rating of any of the Trust’s or the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change;

(l) If the Registration Statement or an offering of Securities has been filed with the FINRA for review, the FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements;

(m) At the Initial Sale Time and the Closing Date, the Representatives shall have received from the Executive Vice-President and Chief Financial Officer of the Company a certificate, dated such date, in form and substance satisfactory to the Representatives, with respect to certain financial data relating to the Trust contained in the Registration Statement, the U.S. Final Prospectus, the Disclosure Package, and the Canadian Final Prospectus; and

(n) Prior to the Closing Date, the Trust and the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Trust and the Company in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 5 shall be delivered at the office of the Company, Attention: Corporate Secretary, 450 — 1st Street S.W., Calgary, Alberta, T2P 5H1 on the Closing Date or such other place as the Company and the Representatives shall so agree.

6. Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, or because of any refusal, inability or failure on the part of the Trust or the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company or the Trust will reimburse the Underwriters severally through the Representatives on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

7. Indemnification and Contribution.

(a) Each of the Company and the Trust agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each

person, if any, who controls any Underwriter within the meaning of the Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed, the Canadian Final Base PREP Prospectus, any Preliminary Prospectus, the Canadian Final Prospectus, the U.S. Final Prospectus, any Issuer Free Writing Prospectus or any Roadshow, or in all cases any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither the Trust nor the Company will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Trust or the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Trust or the Company may otherwise have.

(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless each of the Trust and the Company, each of its directors, its officers, and each person who controls the Trust or the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Trust and the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Trust or the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. Each of the Trust and the Company acknowledges that the statements set forth in the [twenty ninth] paragraph of the cover page regarding stabilization and concessions and the [seventh] paragraph of the cover page regarding delivery of the Securities and, under the heading “Underwriting”, (i) the names listed in the table included in the first paragraph of the text, (ii) the fifth paragraph of text concerning concessions, (iii) the eighth paragraph of text concerning confirmation of sales to any account over which the Underwriters exercise discretionary authority, (iv) the third sentence in the ninth paragraph of text concerning market making by the Underwriters, and (v) the tenth, eleventh, twelfth, thirteenth and fourteenth paragraphs of text concerning short sales, stabilizing transactions and penalty bids, in the Canadian Final Base PREP Prospectus, any Preliminary Prospectus, the Canadian Final Prospectus and the U.S. Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Canadian Final Base PREP Prospectus, any Preliminary Prospectus, the Registration Statement, the Disclosure Package, the U.S. Final Prospectus, the Canadian Final Prospectus or any Roadshow.

(c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify the indemnifying

party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Trust and the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively, “Losses”) to which the Trust and the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Trust and the Company, on the one hand, and by the Underwriters, on the other, from the offering of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among Underwriters relating to the Offering) be responsible for any amount in excess of the total price at which the Securities underwritten and distributed to the public by such Underwriter was offered to the public. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Trust and the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Trust and the Company, on the one hand, and of the Underwriters, on the other, in connection with the statements or omissions which resulted in such Losses as well as

any other relevant equitable considerations. Benefits received by the Trust and the Company shall be deemed to be equal to the total net proceeds from the Offering (before deducting expenses) received by the Trust, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Canadian Final Prospectus and the U.S. Final Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Trust or the Company, on the one hand, or the Underwriters, on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Trust and the Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls an Underwriter within the meaning of the Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Trust or the Company within the meaning of the Act, each officer of the Trust or the Company and each director of the Trust or the Company shall have the same rights to contribution as the Trust and the Company, subject in each case to the applicable terms and conditions of this paragraph (d).

8. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, then the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all of the unsold Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then the non-defaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the non-defaulting Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Trust or the Company. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the Canadian Final Prospectus and the U.S. Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Trust or the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

9. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Trust prior to delivery of and payment for the Securities, if at any time prior to such time, (i) trading in securities generally on the New York Stock Exchange or the Toronto Stock Exchange or the Nasdaq Global Market shall have been suspended or limited or minimum prices shall have been established on any of such Exchanges, (ii) a banking moratorium shall have been declared either by authorities in the United States, Canada or New York state, (iii) there shall have occurred a change or development involving a

prospective change in Canadian taxation affecting the Securities or the transfer thereof or the imposition of exchange controls by the United States or Canada, or (iv) there shall have occurred any outbreak or escalation of hostilities, except as existing with similar severity on the date hereof involving Canada or the United States, declaration by the United States or Canada of a national emergency or war, or other calamity or crisis, except as existing with similar severity on the date hereof the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus.

10. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Trust, the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Trust or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 6, 7 and 13 hereof shall survive the termination or cancellation of this Agreement.

11. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Debt Capital Markets Syndicate Desk and to J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk — 3rd floor (fax no.: (212) 834-6081); or, if sent to the Trust or the Company, will be mailed, delivered or telefaxed to TransCanada Trust or TransCanada PipeLines Limited, as applicable, Attention: Corporate Secretary (fax no.: (403) 920-2467) and confirmed to it at 450 — 1st Street S.W., Calgary, Alberta, T2P 5H1.

12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.

13. Submission to Jurisdiction; Agent for Service; Waiver of Immunities. Each of the Trust and the Company irrevocably (i) agrees that any legal suit, action or proceeding against the Trust or the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any court of the State of New York or the courts of the United States of America located in the City of New York and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the Trust and the Company has appointed TransCanada PipeLine USA Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated thereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. Each of the Trust and the Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Trust or the Company, as applicable, shall be deemed, in every respect, effective service of process upon the Trust or the Company, as applicable.

To the extent that the Trust or the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law.

The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

14. Judgment Currency. The obligation of the Trust or the Company in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due (as converted into U.S. dollars at the rate of exchange announced by the Bank of Canada on the day on which the final judgment is entered) to such Underwriter hereunder, each of the Trust and the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Trust or the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder.

15. No Advisory or Fiduciary Responsibility. Each of the Trust and the Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Trust and the Company, on the one hand, and the Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Trust or the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Trust or the Company with respect to the Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Trust or the Company on other matters) or any other obligation to the Trust or the Company except the obligations expressly set forth in this Agreement and (iv) each of the Trust and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the Trust and the Company agrees that it will not claim that any Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Trust or the Company, in connection with such transaction or the process leading thereto.

16. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

17. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

19. Headings. The Section headings used herein are for convenience only and shall not affect the construction hereof.

20. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Applicable Canadian Securities Law” shall mean the securities laws, rules, regulations and published policy statements applicable in the Province of Alberta and the Province of Ontario, as modified by the order of the Alberta Securities Commission dated August 20, 2014 (2014 ABSC 322).

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are authorized or obligated by law or regulation to close in New York City, Toronto or Calgary.

“Canadian Disclosure Package” shall mean (i) the Preliminary Prospectus dated February 17, 2017, in the form filed with the Reviewing Authorities, (ii) the Issuer Free Writing Prospectus, if any, in the form identified in Schedule III hereto, and (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Canadian Disclosure Package.

“Canadian Documents” shall mean any documents incorporated by reference in the Canadian Final Prospectus when they were filed with the Reviewing Authorities.

“Columbia” shall mean Columbia Pipeline Group, Inc.

“Columbia Financial Information” means the audited comparative consolidated financial statements of Columbia as at December 31, 2015 and 2014 and for each of the years in the three-year period ended December 31, 2015, including the auditors’ report and notes in respect thereof, the interim comparative condensed consolidated financial statements of Columbia as at March 31, 2016 and 2015 and for the three month periods ended March 31, 2016 and 2015 including the notes in respect thereof.

“Commission” shall mean the Securities and Exchange Commission.

“Disclosure Package” shall mean (i) the Preliminary Prospectus dated February [•], 2017, in the form filed as part of the Registration Statement, (ii) the Issuer Free Writing Prospectus, if any, in the form identified in Schedule III hereto, and (iii) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Effective Date” shall mean each date and time that any part of the Registration Statement, any post-effective amendment or amendments thereto became or becomes effective.

“Environmental Laws” shall mean any Canadian, United States and other applicable foreign, federal, provincial, state, local or municipal laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“FINRA” shall mean the Financial Industry Regulatory Authority, Inc.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

“Governmental Authority” shall mean any court or governmental agency or body or any arbitrator of any kind having jurisdiction over the Trust or the Company or any of the Company’s subsidiaries or any of their properties.

“Governmental Authorization” shall mean any consent, approval, authorization, order, permit, license, filing, registration, clearance or qualification of, or with any statute, order, rule or regulation of any Governmental Authority.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Preliminary Prospectus” shall mean any preliminary prospectus which describes the Securities and the offering thereof and is used by the Underwriters prior to filing of the U.S. Final Prospectus or the Canadian Final Prospectus, as applicable.

“Reviewing Authorities” shall mean the Alberta Securities Commission and the Ontario Securities Commission.

“Rule 158”, “Rule 164”, “Rule 172”, “Rule 405” and “Rule 433” refer to such rules under the Act.

“Significant Subsidiary” shall mean the “significant subsidiaries” (as such term is defined in Rule 1-02 of Regulation S-X under the Act) of the Company all of which are listed in Annex A hereto.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Trust, the Company and the several Underwriters.

Very truly yours,


TRANSCANADA TRUST


BY: TRANSCANADA PIPELINES LIMITED, IN ITS CAPACITY AS ADMINISTRATIVE AGENT


By:
Name:	Donald R. Marchand
Title:	Executive Vice-President and
	Chief Financial Officer


By:
Name:	Joel E. Hunter
Title:	Vice President, Finance and Treasurer


TRANSCANADA PIPELINES LIMITED


By:
Name:	Donald R. Marchand
Title:	Executive Vice-President and
	Chief Financial Officer


By:
Name:		Joel E. Hunter
Title:		Vice President, Finance and Treasurer

[Underwriting Agreement Signature Page]

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

	DEUTSCHE BANK SECURITIES INC.


	By:
	Name:
	Title:


	By:
	Name:
	Title:


	J.P. MORGAN SECURITIES LLC


	By:
	Name:
	Title:

	For themselves and the other several Underwriters named in Schedule II to the foregoing Agreement.

[Underwriting Agreement Signature Page]

SCHEDULE I

Underwriting Agreement dated February [·], 2017

Registration Statement No. 333-[·]

Representatives: Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC

Title, Purchase Price and Underwriting Commission:

Title:	Trust Notes — Series 2017-A due 2077

Principal amount:	US$[·]

Purchase price (include accrued interest or amortization, if any): [·]%

Underwriting commission:	[·]%

Closing Date, Time and Location:

March [·], 2017 at 8:00 a.m. (Calgary Time) at
TransCanada PipeLines Limited
TransCanada Tower
450 1st Street S.W.
Calgary, Alberta T2P 5H1

Type of Offering: Non-delayed

Date referred to in Section 4(g) after which the Trust and the Company may offer or sell debt securities issued or guaranteed by the Trust or the Company without the consent of the Representatives shall be the earlier of:

(A) 5 days from the date of this Agreement, provided that (i) the Representatives receive written notification in advance of any new offering of debt securities issued or guaranteed by the Trust or the Company and (ii) the Underwriters’ selling efforts with respect to the debt securities offered pursuant to this Agreement have concluded and trading in such debt securities is continuing; or (B) 30 days from the date of this Agreement.

Modification of items to be covered by the letter from KPMG LLP and the letter from Deloitte & Touche LLP delivered pursuant to Section 5(i) at the Initial Sale Time: None

SCHEDULE II

Trust Notes — Series 2017-A Due 2077

Underwriters	Principal Amount of Securities to be Purchased

Deutsche Bank Securities Inc.	US$	[·]
J.P. Morgan Securities LLC	[·]
[·]	[·]
[·]	[·]
[·]	[·]
[·]	[·]
[·]	[·]
[·]	[·]
[·]	[·]
[·]	[·]
[·]	[·]
[·]	[·]

Total	US$	[·]

SCHEDULE III

Form of Free Writing Prospectus

Filed Pursuant to Rule 433
Registration No. 333-[•]
February [•], 2017

U.S.$[•]
TransCanada Trust
TransCanada PipeLines Limited

Trust Notes — Series 2017-A due 2077

Issuer:		TransCanada Trust

Guarantor:		TransCanada PipeLines Limited

Security:		Trust Notes — Series 2017-A due 2077

Size:		U.S.$[·]

Maturity Date:		[·], 2077

Coupon:		[·]%

Interest Rate and Interest Payment Dates:

Fixed Rate Period:		From, and including, the Closing Date to, but excluding, [·], 2027 at a fixed rate equal to [·]% per year, payable semi-annually in arrears on [·] and [·] of each year, commencing on [·], 2017.

Floating Rate Period:		From [·], 2027, and on every [·],[·],[·] and [·] of each year thereafter until [·], 2077 (each such date, a “Series 2017-A Interest Reset Date”), the interest rate on the Trust Notes - Series 2017-A will be reset as follows: (i) starting on [·], 2027 on every Series 2017-A Interest Reset Date, until [·], 2047, the interest rate on the Trust Notes — Series 2017-A will be reset at an interest rate per annum equal to the three month LIBOR plus [·]%, payable in arrears, with the first payment at such rate being on [·], 2027 and, (ii) starting on [·], 2047, on every Series 2017-A Interest Reset Date, until [·], 2077, the interest rate on the Trust Notes - Series 2017-A will be reset on each Series 2017-A Interest Reset Date at an interest rate per annum equal to the three month LIBOR plus [·]%, payable in arrears, with the first payment at such rate being on [·], 2047.

Day Count Convention:		Fixed Rate Period: 360-day year consisting of twelve 30-day months. Floating Rate Period: actual number of days elapsed during each interest period and a 360-day year.

Business Day:		A day on which the Guarantor, Valiant Trust Company and CST Trust Company are open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or any statutory or civic holiday in the City of Toronto, Ontario, the City of Calgary, Alberta and the City of New York, New York.

Price to Public:		[·]%

Yield:		[·]%

Optional Redemption:		On or after [·], 2027 the Trust may redeem the Trust Notes — Series 2017-A in whole at any time or in part from time to time on any Series 2017-A Interest Payment Date at a redemption price equal to par, together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

Redemption for Tax Event or Rating Agency Event:		Upon the occurrence of, or any time following the occurrence of, a Rating Event or a Tax Event, the Trust may redeem all (but not less than all) of the Trust Notes — Series 2017-A at a redemption price per U.S.$1,000 principal amount of the Trust Notes - Series 2017-A equal to par (in the case of a Tax Event) and par plus $20 (in the case of a Rating Event), together with accrued and unpaid interest to but excluding the date fixed for redemption.

ERISA:		Subject to the considerations discussed under “Certain ERISA Matters,” the Trust Notes—Series 2017-A may be acquired by plans that are subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the provisions of Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) and entities deemed to hold plan assets of the foregoing (such plans and entities referred to herein as “Plans”), and plans that are subject to federal, state or other laws (referred to as “Similar Law”) that are substantially similar to the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of ERISA and/or Section 4975 of the Code (such plans referred to herein as “Similar Law Plans”). Each purchaser and subsequent transferee

		acquiring the Trust Notes—Series 2017-A with assets of a Plan or Similar Law Plan shall be deemed to represent and warrant that its acquisition, holding, redemption or exchange of the Trust Notes—Series 2017-A will not give rise to a nonexempt prohibited transaction under ERISA or the Code or a violation of Similar Law. See “Certain ERISA Matters.”

Trade Date:		February [·], 2017

Expected Settlement Date:		March [·], 2017 (T+3)

CUSIP:		[·]

ISIN:		[·]

Joint Book-Running Managers and Co-Structuring Agents:		Deutsche Bank Securities Inc. J.P. Morgan Securities LLC

Co-Managers:		[·]

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.

You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Deutsche Bank Securities Inc. toll free at (800) 503-4611 or J.P. Morgan Securities LLC collect at (212) 834-4533.

SCHEDULE IV

Electronic Roadshows

None.

ANNEX A

Significant Subsidiaries

Subsidiary	Organized Under the Laws of	Percentage Ownership Directly or Indirectly by TransCanada of Voting Share or Partnership Interest

NOVA Gas Transmission Ltd.	Alberta	100

TransCanada PipeLine USA Ltd.	Nevada	100

TransCanada American Investments Ltd.	Delaware	100

TransCanada Oil Pipelines Inc.	Delaware	100

TransCanada Keystone Pipeline, LLC	Delaware	100

TransCanada Keystone Pipeline, LP	Delaware	100

Columbia Pipeline Partners LP	Delaware	100

CPG OpCo LP	Delaware	100

Columbia Gas Transmission, LLC	Delaware	100

Columbia Energy Group	Delaware	100

Transportadora de Gas Natural de La Huasteca, S. de R.L. de C.V.	Mexico	100

TC Energia Mexicana, S. de R.L. de C.V.	Mexico	100

TransCanada Mexican Investments Ltd.	Alberta	100

American Natural Resources Company	Delaware	100

ANR Pipeline Company	Delaware	100

ANNEX I

Opinion of Mayer Brown LLP

United States Counsel to the Company

(i) Each of TransCanada PipeLine USA Ltd., TransCanada American Investments Ltd., TransCanada Oil Pipelines Inc., TransCanada Keystone Pipeline, LLC, TransCanada Keystone Pipeline, LP, Columbia Pipeline Partners LP, CPG OpCo LP, Columbia Energy Group, American Natural Resources Company, ANR Pipeline Company and Columbia Gas Transmission, LLC is a corporation, a limited liability company or a limited partnership, as the case may be, in good standing under the laws of the respective jurisdiction of its incorporation or organization.

(ii) Assuming the compliance of the Canadian Final Prospectus, including the documents incorporated by reference therein, with the requirements of the securities laws and regulations of the Provinces of Alberta and Ontario and other requirements of Canadian law, the Registration Statement, the prospectus included in the Registration Statement at the time it was declared effective, and the U.S. Supplemental Prospectus (other than the financial statements, including schedules, and other financial and statistical information contained therein or omitted therefrom, as to which such counsel need express no opinion) appear on their face to be appropriately responsive as to form in all material respects with the applicable requirements of the Act and the rules and regulations thereunder; the Form F-X, as of its date, appears on its face to be appropriately responsive in all material respects to the requirements of the Act.

(iii) No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority, which has not been obtained, taken or made (other than as required by any state securities laws, as to which such counsel expresses no opinion) is required on the part of the Trust or the Company under any Applicable Law for the issuance or sale of the Securities or the performance by each of the Trust and the Company of its obligations under this Agreement, the Indenture, the Assignment and Set-Off Agreement and the Share Exchange Agreement. For purposes of this opinion, the term “Governmental Authority” means any executive, legislative, judicial, administrative or regulatory body of the State of New York or the United States of America. For purposes of this opinion, the term “Applicable Law” means those laws, rules and regulations of the United States of America and the State of New York, in each case which in our experience are normally applicable to the transactions of the type contemplated by this Agreement.

(iv) Assuming that the Base Indenture has been duly authorized by the Trust and that the Third Supplemental Indenture has been duly authorized by each of the Trust and the Company, the Base Indenture (to the extent execution and delivery are governed by the laws of New York) has been duly executed and delivered by the Trust and the Third Supplemental Indenture (to the extent execution and delivery are governed by the laws of New York) has been duly executed and delivered by each of the Trust and the Company; the Indenture conforms in all material respects to the description thereof contained in each of the U.S. Final Prospectus and the Disclosure Package under the

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caption “Description of the Trust Securities”. The Indenture has been duly qualified under the Trust Indenture Act.

(v) Assuming that the Trust Notes have been duly authorized by the Trust, the Trust Notes (to the extent execution is governed by the laws of New York) have been duly executed. The Securities, when issued and delivered, will conform in all material respects to the description contained in each of the U.S. Final Prospectus and the Disclosure Package, under the caption “Description of the Trust Securities” and are in a form contemplated in the Indenture.

(vi) Assuming that this Agreement has been duly authorized by each of the Trust and the Company, this Agreement (to the extent execution and delivery are governed by the laws of New York) has been duly executed and delivered by each of the Trust and the Company.

(vii) Assuming that the Letter Agreement has been duly authorized by TransCanada Corporation, the Letter Agreement (to the extent execution and delivery are governed by the laws of New York) has been duly executed and delivered by TransCanada Corporation.

(viii) Neither the Trust nor the Company is and, after giving effect to (i) the offering and the sale of the Securities and the application of their proceeds as described in each of the U.S. Final Prospectus and the Disclosure Package under the heading “Use of Proceeds,” and (ii) the sale of the TCPL Sub Notes and the application of their proceeds as described in each of the U.S. Final Prospectus and the Disclosure Package under the heading “Use of Proceeds,” neither the Trust nor the Company will be required to be registered as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

(ix) The statements in each of the U.S. Final Prospectus and the Disclosure Package under the caption “Certain Income Tax Considerations — Certain U.S. Federal Income Tax Considerations,” to the extent that they constitute summaries of United States federal statutes, rules and regulations, or portions thereof, are accurate in all material respects.

(x) Neither the execution and delivery of this Agreement and the Indenture, nor the issue and sale of the Securities, nor the execution and delivery of the Assignment and Set-Off Agreement and the Share Exchange Agreement, nor the consummation of any other of the transactions herein contemplated, nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of the Trust or the Company or its subsidiaries pursuant to (i) the terms of such material agreements as are set out in Schedule A hereto or (ii) any United States federal or New York State statute, law, rule, or regulation known to such counsel to be applicable to the Offering, excluding the Trust’s and the Company’s and any subsidiary’s specially regulated activities (as to which such counsel need express no opinion) or, to the knowledge of such counsel, any judgment, order or decree applicable to the Trust or the Company or its subsidiaries of any United States federal or

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New York State court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Trust or the Company or its subsidiaries or any of its or their properties in the United States, except, in the case of (i) or (ii), such conflicts, breaches, violations, liens, charges and encumbrances that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Trust or the Company and its subsidiaries, taken as a whole.

(xi) Neither the execution and delivery of the Letter Agreement, nor the consummation of any of the transactions therein contemplated nor the fulfillment of the terms thereof, will conflict with, result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of TransCanada Corporation or its subsidiaries pursuant to (i) the terms of such material agreements as are set out in Schedule A hereto or (ii) any United States federal or New York State statute, law, rule, or regulation known to such counsel to be applicable to the Offering, excluding TransCanada Corporation’s and any subsidiary’s specially regulated activities (as to which such counsel need express no opinion) or, to the knowledge of such counsel, any judgment, order or decree applicable to TransCanada Corporation or its subsidiaries of any United States federal or New York State court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over TransCanada Corporation or its subsidiaries or any of its or their properties in the United States, except, in the case of (i) or (ii), such conflicts, breaches, violations, liens, charges and encumbrances that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of TransCanada Corporation and its subsidiaries, taken as a whole.

Such counsel will state that they have been advised by the Commission that the Registration Statement has become effective under the Act. Such counsel will further state that, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened.

Such counsel will state that they have participated in the preparation of the Registration Statement, the Disclosure Package and the U.S. Final Prospectus and in conferences with officers and other representatives of the Trust and the Company, representatives of the independent chartered accountants for the Trust and the Company, the Underwriters and representatives of the Underwriters at which the contents of the Registration Statement, the Disclosure Package, the U.S. Final Prospectus and related matters were discussed. Given the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process, such counsel may state that they have not verified, and are not passing upon and do not assume responsibility for, the accuracy, completeness or fairness of the statements contained in any of them (other than as explicitly stated in paragraph (ix) above), and have made no independent check or verification thereof (other than as explicitly stated in paragraphs (iv) and (v) above). Subject to the foregoing and in the course of such participation (and relying as to materiality as to factual matters to the extent such counsel deems reasonable on officers, employees and other representatives of the Trust and

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the Company), no facts came to such counsel’s attention that caused them to believe that (a) the Registration Statement, at its effective date and at the Initial Sale Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the U.S. Final Prospectus, as of its date and as of the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (c) the Disclosure Package as of the Initial Sale Time and as of the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In each case, counsel need not express any belief as to (i) financial statements, financial statement schedules and other financial and statistical information or data included or incorporated by reference in or omitted from the Registration Statement, the Disclosure Package and the U.S. Final Prospectus or (ii) discussions of the regulation of the Company’s business under the federal and provincial laws of Canada in documents filed with the Reviewing Authorities or filed with the Commission and incorporated by reference in the Registration Statement, the Disclosure Package and the U.S. Final Prospectus. In connection with the foregoing, such counsel may state that it is the understanding of the addressees of such opinion that such counsel does not act as United States regulatory counsel of the Company and does not hold itself out as an expert on the regulation of the generation, transportation, distribution or delivery of natural gas, oil, electricity or other specially regulated commodities or services, including pipelines, transmission lines, storage facilities and related facilities and equipment, or the import or export of such commodities or services.

In rendering such opinion, such counsel may (A) exclude from such opinions the effect or applicability of any United States or Canadian federal, state and local laws, rules or regulations relating to the regulation of the generation, transportation, distribution or delivery of natural gas, oil, electricity or other specially regulated commodities or services, including pipelines, transmission lines, storage facilities and related facilities and equipment, or the import or export of such commodities or services, (B) rely as to matters involving the application of laws of any jurisdiction other than the State of New York, the General Corporation Law, the Limited Liability Company Act and the Revised Uniform Limited Partnership Act of the State of Delaware or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Underwriters and (C) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials.

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SCHEDULE A
TO ANNEX I

1. Second Amended and Restated Debt Indenture, dated as of September 15, 2010, between TransCanada PipeLines Limited and The Bank of New York Mellon, as trustee, as amended or supplemented.

2. Amended and Restated Subordinated Debt Indenture, dated as of November 30, 2000, between TransCanada PipeLines Limited and Computershare Trust Company, N.A. (as successor to The Bank of Nova Scotia Trust Company of New York), as trustee, as amended or supplemented.

3. Indenture, dated as of May 22, 2015, by and among Columbia Pipeline Group, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, as amended or supplemented.

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ANNEX II

Opinion of Blake, Cassels & Graydon LLP
Canadian Counsel to the Company

(i) The Trust is a trust governed by the laws of the Province of Ontario, the Company is a corporation existing under the laws of Canada, and each of the Trust and the Company has the corporate power to own or lease, as the case may be, and to operate its property and conduct its business as described in each of the Canadian Final Prospectus and the Canadian Disclosure Package;

(ii) each of NOVA Gas Transmission Ltd. and TransCanada Mexican Investments Ltd. (individually a “Canadian Subsidiary” and collectively the “Canadian Subsidiaries”) is a corporation existing under the jurisdiction of its incorporation and has the corporate power to own or lease, as the case may be, and to operate its property and to conduct its business as described in each of the Canadian Final Prospectus and the Canadian Disclosure Package;

(iii) the Base Indenture has been authorized, executed and, to the extent delivery is a matter governed by the laws of the Province of Alberta, the Province of Ontario or the federal laws of Canada, delivered by the Trust, the Third Supplemental Indenture has been authorized, executed and, to the extent delivery is a matter governed by the laws of the Province of Alberta , the Province of Ontario or the federal laws of Canada, delivered by each of the Trust and the Company, and the Indenture constitutes a valid and legally binding obligation of each of the Trust and the Company, enforceable against each of the Trust and the Company in accordance with its terms, except that the enforceability of the Indenture may be subject to usual qualifications pertaining to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), public policy considerations and other customary qualifications; and no registration, filing or recording of the Indenture under the laws of the Province of Alberta, the Province of Ontario and the federal laws of Canada applicable therein (the “Applicable Law”) is necessary in order to preserve or protect the validity or enforceability of the Indenture or the debt securities issued thereunder, including the Securities;

(iv) the Trust Notes have been authorized by the Trust and, assuming that the Trust Notes have been authenticated by the Trustee in the manner described in the Indenture, the Trust Notes have been, to the extent issuance, execution and delivery are matters governed by Applicable Law, issued, executed and delivered by the Trust; and when authenticated in accordance with the provisions of the Indenture and delivered by the Trust against payment as provided in this Agreement, the Trust Notes will constitute valid and legally binding obligations of the Trust entitled to the benefits of the Indenture and will be enforceable against the Trust in accordance with their terms, except that the enforceability of the Trust Notes may be subject to usual qualifications pertaining to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or

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similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), public policy considerations and other customary qualifications; the Securities conform in all material respects to the description thereof in each of the Canadian Final Prospectus and the Canadian Disclosure Package;

(v) the Agreement has been authorized, executed and, to the extent delivery is governed by Applicable Law, delivered by each of the Trust and the Company;

(vi) the Letter Agreement has been authorized, executed and, to the extent delivery is governed by Applicable Law, delivered by TransCanada Corporation;

(vii) Each of the Assignment and Set-Off Agreement and the Share Exchange Agreement has been authorized, executed and, to the extent delivery is a matter governed by the laws of the Province of Alberta, the Province of Ontario or the federal laws of Canada, delivered by the Trust, the Company and TransCanada Corporation (to the extent a party thereto) and constitutes a valid and legally binding obligation of each of the Trust, the Company and TransCanada Corporation (to the extent a party thereto), enforceable against each of the Trust, the Company and TransCanada Corporation (to the extent a party thereto) in accordance with its terms, except that the enforceability thereof may be subject to usual qualifications pertaining to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), public policy considerations and other customary qualifications; and no registration, filing or recording of such agreement under the Applicable Law is necessary in order to preserve or protect the validity or enforceability of such agreement;

(viii) The TCPL Exchange Preferred Shares and the TCPL Deferral Preferred Shares, upon issuance thereof as described in the Canadian Final Prospectus and the Canadian Disclosure Package in accordance with the terms of the Share Exchange Agreement and the Assignment and Set-Off Agreement, will be validly issued and outstanding as fully paid and non-assessable preferred shares;

(ix) the execution, delivery and performance by each of the Trust and the Company of its obligations under the Agreement, the Indenture, the Securities, the Assignment and Set-Off Agreement and the Share Exchange Agreement will not contravene any provisions of (i) the articles of incorporation or by-laws of the Company or the declaration of trust of the Trust, (ii) Applicable Law applicable to the Offering, excluding the Trust’s and the Company’s and any subsidiary’s specially regulated activities (as to which such counsel need express no opinion), (iii) any indenture, mortgage, deed of trust, loan, credit agreement, note or any other agreement listed in Schedule A hereto on the part of the Trust, the Company or the Canadian Subsidiaries, or, (iv) to such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court in Canada having jurisdiction over the Trust, the Company or the Canadian Subsidiaries except in the case of (ii), (iii) or (iv), such conflicts, breaches, violations, liens, charges and encumbrances that, individually, or in the aggregate, would

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not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Trust or the Company and its subsidiaries, taken as a whole;

(x) the execution, delivery and performance by TransCanada Corporation of its obligations under the Letter Agreement will not contravene any provisions of (i) the articles of incorporation or by-laws of TransCanada Corporation, (ii) Applicable Law applicable to the Offering, excluding TransCanada Corporation’s and any subsidiary’s specially regulated activities (as to which such counsel need express no opinion), (iii) any indenture, mortgage, deed of trust, loan, credit agreement, note or any other agreement listed in Schedule A hereto on the part of TransCanada Corporation or the Canadian Subsidiaries, or (iv) to such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court in Canada having jurisdiction over TransCanada Corporation or the Canadian Subsidiaries except in the case of (ii), (iii) or (iv), such conflicts, breaches, violations, liens, charges and encumbrances that, individually, or in the aggregate, would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the TransCanada Corporation and its subsidiaries, taken as a whole;

(xi) no consent, approval or authorization or order of or registration, qualification, recording or filing with any governmental body or agency in Canada is required on the part of the Trust or the Company pursuant to Applicable Law for the performance by each of the Trust and the Company of its obligations under the Agreement, the Indenture, the Securities, the Assignment and Set-Off Agreement or the Share Exchange Agreement, except such as may be required under Applicable Canadian Securities Law as interpreted and applied by the Reviewing Authorities or such as has been obtained under the CBCA;

(xii) the statements in each of the Canadian Final Prospectus and the Canadian Disclosure Package under the captions “Description of the Trust Securities”, “Description of TCPL Exchange Preferred Shares and TCPL Deferral Preferred Shares” and “Description of the TCPL Sub Notes” insofar as such statements constitute summaries of the Canadian legal matters, agreements, documents or proceedings referred to therein, fairly summarize the matters referred to therein, subject to specific limitations and qualifications stated or referred to therein and applicable thereto;

(xiii) each document incorporated by reference in the Canadian Final Prospectus (other than the financial statements, including schedules, and other financial or statistical data included therein or omitted therefrom, as to which such counsel need express no opinion), when such document was filed with the Reviewing Authorities, appeared on its face to be appropriately responsive as to form in all material respects with the requirements of Applicable Canadian Securities Law as interpreted and applied by the Reviewing Authorities;

(xiv) a receipt has been obtained in respect of the Canadian Final Base PREP Prospectus from the Reviewing Authorities, the Canadian Final Prospectus has been filed with the Reviewing Authorities in the manner and within the time period required by

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Applicable Canadian Securities Law and all necessary documents have been filed, all necessary proceedings have been taken and all necessary authorizations, approvals, permits, consents and orders have been obtained under Applicable Canadian Securities Law, and no other authorization, approval, permit, consent, license or order of any government, government instrumentality or court under Applicable Law is required, for the issuance, sale and delivery of the Securities through the Underwriters in connection with a public offering thereof in the United States or for the execution, delivery and performance of the Assignment and Set-Off Agreement or the Share Exchange Agreement, and, to the knowledge of such counsel, no order having the effect of ceasing or suspending the distribution of the Securities has been issued by the Reviewing Authorities and no proceedings for that purpose have been instituted or are pending or contemplated;

(xv) the Canadian Final Base PREP Prospectus, at the time a final receipt was issued therefor, and the Canadian Supplemental PREP Prospectus, as of the date of its filing with the Reviewing Authorities (other than the financial statements, financial schedules and other financial or statistical data included in the foregoing documents, as to which such counsel need express no opinion) complied as to form in all material respects with the requirements of Applicable Canadian Securities Law;

(xvi) there are no reports or other information that in accordance with the requirements of the Reviewing Authorities must be made publicly available in connection with the offering of the Securities that have not been made publicly available on SEDAR as required under Applicable Law;

(xvii) any final and conclusive judgment in personam against the Trust or the Company in respect of the Agreement, the Indenture or the Securities or any agreement or instrument entered into in connection therewith by a court of the State of New York or of the United States located in the State of New York (a “New York Court”), which is not impeachable as void or voidable under the internal laws of the State of New York, for a fixed sum would be recognized and enforced by a court of competent jurisdiction in the Province of Alberta and the Province of Ontario, as applicable, if (i) such courts concluded that there is a real and substantial connection between the action and the jurisdiction of the court rendering judgment; (ii) such judgment was not obtained in a manner contrary to natural justice and the enforcement thereof would not be inconsistent with public policy, as such term is understood under the laws of the Province of Alberta and the laws of the Province of Ontario, as applicable, or contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada), or contrary to any express terms of these Acts; (iii) the enforcement of such judgment would not constitute, directly or indirectly, the enforcement of foreign revenue, penal or public laws; (iv) the foreign court did not assume jurisdiction as a result of a fraud practiced on the court; (v) there is no new evidence that the judgment was obtained by fraud as to the merits of the claim which was not discoverable with due diligence before the foreign judgment was granted; and (vi) there has been compliance with the applicable limitation period; provided, that such courts have discretion to stay or decline to hear an action on the New York judgment if it is under appeal or there is another subsisting judgment in

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any jurisdiction relating to the same cause of action; and further provided that the New York judgment has not already been satisfied or is otherwise void under New York law; and further provided, that interest payable on a judgment debt may be limited by the proper or governing law of the respective contract or obligation and that a monetary judgment of courts of the Province of Alberta and the Province of Ontario may only be awarded in Canadian currency and that the enforceability thereof may be limited by applicable bankruptcy, insolvency or other laws of general application limiting the enforcement of creditors’ rights generally. We have no reason to believe that the enforcement of any such judgment in respect of the Agreement, the Indenture or the Securities would be inconsistent with public policy as such term is understood under Applicable Law;

(xviii) in the event that the Agreement is sought to be enforced in any action or proceedings in the Province of Alberta or the Province of Ontario in accordance with the laws applicable thereto as chosen by the parties, namely the laws of the State of New York, the courts of the Province of Alberta and the Province of Ontario, as applicable, would recognize such choice of laws, provided that such choice of laws was bona fide and legal and not made with a view to avoiding the consequences of the laws of any other jurisdiction and provided that such choice is not contrary to public policy as such term is understood under Applicable Law. We have no reason to believe that such choice of laws was made for the purpose of avoiding the consequences of the laws of any other jurisdiction or that such choice of laws would be inconsistent with public policy as such term is understood under Applicable Law;

(xix) in the event that the Agreement is sought to be enforced in any action or proceeding in the Province of Alberta or the Province of Ontario in accordance with the laws applicable thereto as chosen by the parties, namely the laws of the State of New York, the courts of the Province of Alberta and the Province of Ontario, as applicable, would, subject to paragraph (xviii) above, apply the laws of the State of New York, upon appropriate evidence as to such laws being adduced, to all issues that, under the conflict of laws rules of Applicable Law, are to be determined in accordance with the proper or governing law of the respective contract or obligation, provided that (i) none of the provisions of the applicable document or the laws of the State of New York are contrary to public policy as such term is understood under Applicable Law and that performance is not illegal under the laws of the place where the obligations thereunder are to be performed, (ii) such courts will not apply New York law and will apply Applicable Law to matters which would be characterized under Applicable Law as procedural, (iii) such courts will apply provisions of Applicable Law that have overriding effect (e.g., insolvency laws), and (iv) such courts will not apply New York law if such application would be characterized under Applicable Law as the direct or indirect enforcement of a foreign revenue, expropriatory, penal or other public law or if its application would be contrary to public policy in Alberta or Ontario, as the case may be; and further provided, however, that interest payable on a judgment debt may be limited by the proper or governing law of the respective contract or obligation and that a monetary judgment of courts of the Province of Alberta and the Province of Ontario may only be awarded in Canadian currency. Courts in the Province of Alberta and the Province of Ontario have, however, an inherent power to decline to hear such an action or proceeding if it is

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contrary to public policy, as such term is understood under Applicable Law for it to do so, or if it is not the proper forum to hear such action, or if concurrent proceedings are brought elsewhere. We have no reason to believe that any of the provisions of the Agreement are contrary to public policy as such term is understood under Applicable Law or that it would be inconsistent with public policy as such term is understood under Applicable Law for a court of the Province of Alberta or the Province of Ontario, as applicable, to hear an action or proceeding to enforce the Agreement;

(xx) the submission by each of the Trust and the Company to the non-exclusive jurisdiction of the New York Courts, contained in the Agreement would be recognized and given effect by the courts of the Province of Alberta and the Province of Ontario as a valid submission to the jurisdiction of such courts, provided that the applicable provisions, if any, of the Agreement respecting service of process on the Company are duly complied with; and

(xxi) the courts in the Province of Alberta and the Province of Ontario would recognize the appointment by each of the Trust and the Company of TransCanada PipeLine USA Ltd. as its agent for service of process in the United States of America under the Agreement.

In giving the opinions described above, such counsel may (A) exclude from such opinions the effect or applicability of any United States or Canadian federal, provincial, territorial, state and local laws, rules or regulations relating to the regulation of the generation, transportation, distribution or delivery of natural gas, oil, electricity or other specially regulated commodities or services, including pipelines, transmission lines, storage facilities and related facilities and equipment, or the import or export of such commodities or services, including without limitation activities, businesses, operations or assets of the Company and its subsidiaries regulated by or subject to the jurisdiction of (i) the Canadian National Energy Board, (ii) the Alberta Utilities Commission or (iii) the Alberta Energy Regulator, (B) state that the opinions above are limited to the laws of the Province of Alberta, the Province of Ontario and the federal laws of Canada therein, (C) rely solely upon the opinion of Mayer Brown LLP to be delivered pursuant to Section 5(b) of this Agreement with respect to all matters relating to the laws of the United States and the State of New York and (D) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials.

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SCHEDULE A
TO ANNEX II

A. Trust Indentures Governing NOVA Gas Transmission Ltd. Public Debt and Credit Facilities Over Cdn.$100 million

1. 1988 Trust Indenture with The Royal Trust Company, as amended or supplemented.

2. 1993 Trust Indenture with R-M Trust Company (now CIBC Mellon Trust Company), as amended or supplemented.

B. Trust Indentures Governing TransCanada PipeLines Limited Public Debt and Credit Facilities over Cdn.$100 million

1. Trust Indenture made as of the 15th day of June, 1970 between TransCanada PipeLines Limited and Crown Trust Company, as amended or supplemented.

2. Trust Indenture made as of the 3rd of May, 1993 between TransCanada PipeLines Limited and the R-M Trust Company, as amended or supplemented.

3. Trust Indenture, dated as of December 15, 2004, between TransCanada PipeLines Limited and CIBC Mellon Trust Company, as trustee, as amended or supplemented.

4. Trust Indenture, dated as of May 20, 2015, between TransCanada PipeLines Limited and Computershare Trust Company of Canada, as trustee, as amended or supplemented.

5. Amended and Restated Credit Agreement between TransCanada PipeLines Limited and the financial institutions signatories thereto dated October 14, 2011, as amended.

6. Bridge Credit Agreement between TransCanada PipeLines Limited and TransCanada PipeLine USA Ltd. and the financial institutions signatories thereto dated June 28, 2016.

7. Credit Agreement between TransCanada PipeLines Limited and the financial institutions signatories thereto dated December 16, 2015, as amended.

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ANNEX III

Opinion of Stikeman Elliott LLP
Canadian Tax Counsel to the Company

(i) the statements in each of the Canadian Final Prospectus and the Canadian Disclosure Package under the caption “Certain Canadian Federal Income Tax Considerations” insofar as such statements constitute summaries of Canadian federal income tax matters, fairly summarize the matters referred to therein, subject to specific limitations and qualifications stated or referred to therein and applicable thereto; and

(ii) no withholding tax imposed under the federal laws of Canada, the laws of the Province of Alberta or the laws of the Province of Ontario will be payable in respect of any commission or fee to be paid by the Trust or the Company pursuant to this Agreement to an Underwriter that is not resident in Canada for purposes of the Income Tax Act (Canada), provided that such Underwriter deals at arm’s length with the Trust and the Company (as such term is defined for purposes of the Income Tax Act (Canada)), any such commission or fee is payable in respect of services rendered by such Underwriter wholly outside of Canada that are performed in the ordinary course of business carried on by the Underwriter that includes the performance of such services for a fee and any such amount is reasonable in the circumstances.

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ANNEX IV

Opinion of In-house counsel to the Company

(i) no consent, approval or authorization or order or registration, qualification, recording or filing with the Federal Energy Regulatory Commission, the National Energy Board, or any other federal, state, provincial or local governmental body or agency in the United States or Canada responsible for the regulation of the generation, transportation or delivery of natural gas, oil, electricity or other specially regulated commodities or services, including pipelines, transmission lines, storage facilities and related facilities and equipment, or the import or export of such commodities or services (excluding any federal, state, provincial or local governmental body or agency in the United States or Canada having jurisdiction over offers and sales of the Securities under the securities laws of the United States or the applicable provinces and territories of Canada or the securities or Blue Sky laws of the various states, as to which such counsel need not express any opinion) is required for the performance by each of the Trust and the Company of its obligations under this Agreement, the Indenture, the Securities, the Assignment and Set-Off Agreement or the Share Exchange Agreement;

(ii) the statements in any relevant document filed with the Reviewing Authorities or filed with the Commission and specifically incorporated by reference into the U.S. Final Prospectus, the Disclosure Package and the Canadian Final Prospectus and, in each case, insofar as such statements constitute summaries of legal matters, documents, proceedings, applications or approvals relating to the regulation in the United States or Canada of the generation, transportation, distribution or delivery of natural gas, oil, electricity or other specially regulated commodities or services, including pipelines, transmission lines, storage facilities and related facilities and equipment, or the import or export of such commodities or services, referred to therein, fairly summarize in all material respects the matters referred to therein, as of the date of the above-listed documents; and

(iii) on the basis of the information gained in the performance of such counsel’s duties to the Trust and the Company and on review of the Registration Statement, the Disclosure Package, the U.S. Final Prospectus, the Canadian Final Prospectus and the documents incorporated by reference therein, including information obtained from officers and other representatives of the Trust and the Company, no facts came to such counsel’s attention that cause such counsel to believe that (a) the Registration Statement (except for financial statements and schedules and other financial data included therein or omitted therefrom, as to which such counsel need not make any statement), at the time the Registration Statement became effective, at the Initial Sale Time, and on the effective date of any post-effective amendment to the Registration Statement which became effective prior to the date of such opinion, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the U.S. Final Prospectus, the Disclosure Package or the Canadian Final Prospectus (except for financial statements and schedules and other financial data included therein or omitted therefrom,

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as to which such counsel need not make any statement), as of their respective issue dates and the date and time of delivery of such opinion, in the case of the U.S. Final Prospectus and the Canadian Final Prospectus, and in the case of the Disclosure Package, as of the Initial Sale Time and as of the date and time of delivery of such opinion, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Such counsel shall confirm that its requisite state and provincial legal qualifications are in good standing in the United States and Canada. Such counsel may state that for the purposes of the foregoing opinions, it has reviewed the Agreement, the U.S. Final Prospectus, the Canadian Final Prospectus, the Disclosure Package, the Registration Statement and such other documents of the Trust and the Company as such counsel deemed necessary or relevant. Such counsel may state that, in reviewing these documents, such counsel has assumed the genuineness of all signatures and the authenticity of all documents submitted to it as originals and the conformity to authentic or original documents of all documents submitted to such counsel as reproduction or conformed copies. In addition, such counsel may state that given the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process, such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness, fairness or genuineness of the statements contained in the Registration Statement, the U.S. Final Prospectus, the Canadian Final Prospectus and the documents incorporated by reference therein.

V-2

ANNEX V

LETTER AGREEMENT

February [·], 2017

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

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

and

J.P. Morgan Securities LLC
383 Madison Avenue

New York, New York 10179

We refer to the proposed public offering (the “Offering”) of Trust Notes-Series 2017-A due 2077 (the “Trust Notes”) of TransCanada Trust (the “Trust”), a unit trust formed under the laws of Ontario, and a wholly-owned indirect subsidiary of TransCanada Corporation (“TCC”), and to the underwriting agreement (the “Underwriting Agreement”) that the Trust and the Company (as defined below) expect to enter into with the underwriters named therein (the “Underwriters”), for whom you will act as representatives. The Trust Notes are unconditionally guaranteed on a subordinated basis as to the payment of principal and interest by TransCanada PipeLines Limited, a corporation organized under the laws of Canada (the “Company”) and a wholly-owned subsidiary of TCC.

The Trust Notes will be issued under a trust indenture dated as of May 20, 2015 (the “Base Indenture”), between CST Trust Company, as trustee (the “Trustee”), and the Trust, as supplemented by a Third Supplemental Indenture to be dated as of the date of the closing of the Offering (the “Third Supplemental Indenture”; the Base Indenture as supplemented by the Third Supplemental Indenture, the “Indenture”) among the Trustee, the Trust and the Company. In connection with the Offering, TCC, the Trust, the Company and the Trustee will enter into an agreement (the “Assignment and Set-Off Agreement”) pursuant to which, among other things, each of TCC and the Company will covenant to refrain from declaring dividends on certain of its securities under certain circumstances specified in such agreement.

Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.

In consideration of the benefits to be received by each of TCC, the Trust and the Company as a result of the Offering and to induce the Underwriters to enter into the

V-1

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

1. TCC represents and warrants to each Underwriter that as of the date hereof and as of the Closing Date:

(a) TCC has been duly incorporated and is validly existing as a corporation under the laws of Canada and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of TCC and its subsidiaries, taken as a whole;

(b) TCC has full corporate power and authority to execute, deliver and perform its obligations under this Letter Agreement and the Assignment and Set-Off Agreement; this Letter Agreement has been duly authorized, executed and delivered by TCC and constitutes, and the Assignment and Set-Off Agreement has been duly authorized by TCC and when executed and delivered by TCC, the Company, the Trust and the Trustee will constitute, a valid and legally binding instrument, enforceable against TCC in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyances or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and to the provisions of the Currency Act (Canada) or to the usury provisions of the Criminal Code (Canada); no registration, filing or recording of the Assignment and Set-Off Agreement under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Assignment and Set-Off Agreement;

(c) TCC is not and, after giving effect to the offering and sale of the Trust Notes by the Trust and the application of the proceeds as described in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus under the heading “Use of Proceeds,” and to the offering and sale of the TCPL Sub Notes by the Company and the application of the proceeds as described in the Canadian Final Prospectus, the Disclosure Package and the U.S. Final Prospectus under the heading “Use of Proceeds,” will not be an “investment company” as defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder;

(d) Neither the execution and delivery of the Assignment and Set-Off Agreement nor the consummation of the transactions contemplated thereby will conflict with or result in a breach or violation of or imposition of any lien, charge or encumbrance upon any property or assets of TCC pursuant to (i) the charter or by-laws of TCC, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which TCC is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to TCC of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over TCC or any of its properties, except, in the case of (ii) or (iii), such breaches, violations, liens, charges or encumbrances as would not,

V-2

individually or in the aggregate, constitute a material adverse effect on the condition (financial or otherwise), earnings, business or properties of TCC and its subsidiaries, taken as a whole; TCC is not in violation or default of (i) any provision of its articles or bylaws, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over TCC or any of its properties, as applicable, except, in the case of (ii) or (iii) such violation or default as would not, individually or in the aggregate, constitute a material adverse effect on the condition (financial or otherwise), earnings, business or properties of TCC and its subsidiaries, taken as a whole; other than the Company and the subsidiaries of the Company listed in Annex A to the Underwriting Agreement, TCC has no other “significant subsidiary” as such term is defined in Rule 1-02 of Regulation S-X under the Securities Act of 1933, as amended.

2. TCC acknowledges and agrees that in connection with the purchase and sale of the Trust Notes from the Trust pursuant to the Underwriting Agreement and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of TCC, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of TCC with respect to the offering contemplated by the Underwriting Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising TCC on other matters) or any other obligation to TCC and (iv) TCC has consulted its own legal and financial advisors to the extent it deemed appropriate. TCC agrees that it will not claim that any Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to TCC, in connection with such transaction or the process leading thereto.

3. TCC irrevocably (i) agrees that any legal suit, action or proceeding against it brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Letter Agreement or the transactions contemplated hereby may be instituted in any New York Court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding in any New York Court and (iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. TCC has appointed TransCanada PipeLine USA Ltd. as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Letter Agreement or the transactions contemplated hereby which may be instituted in any New York Court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. TCC represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to TCC shall be deemed, in every respect, effective service of process upon TCC. To the extent that TCC has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or

V-3

otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law.

4. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: Debt Capital Markets Syndicate Desk and to J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk — 3rd floor (fax no.: (212) 834-6081); or, if sent to TCC, will be mailed, delivered or telefaxed to TransCanada Corporation and confirmed to it at 450 — 1st Street S.W., Calgary, Alberta, T2P 5H1, Attention: Corporate Secretary.

5. This Letter Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons, and no other person will have any right or obligation hereunder.

6. This Letter Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

V-4

7. This Letter Agreement supersedes all prior agreements and understandings (whether written or oral) between the parties hereto, or any of them, with respect to the subject matter hereof.

	Very truly yours,

	TRANSCANADA CORPORATION

	By:
	Name:	Donald R. Marchand
	Title:	Executive Vice-President and
		Chief Financial Officer

	By:
	Name:	Joel E. Hunter
	Title:	Vice President, Finance and Treasurer

V-5

The foregoing Letter Agreement is hereby confirmed and accepted as of the date first above written.

	Very truly yours,

	DEUTSCHE BANK SECURITIES INC.


	By:
	Name:
	Title:


	By:
	Name:
	Title:


	J.P. MORGAN SECURITIES LLC


	By:
	Name:
	Title:


	For themselves and the other several
	Underwriters named in Schedule II
	to the foregoing Agreement.

V-6

EX-5.1 6 a2230963zex-5_1.htm EX-5.1
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Exhibit 5.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors TransCanada PipeLines Limited

We consent to the use of our audit report dated February 15, 2017, on the financial statements of TransCanada PipeLines Limited, which comprise the consolidated balance sheets as at December 31, 2016 and December 31, 2015, the consolidated statements of income, comprehensive income, cash flows and equity for each of the years in the three-year period ended December 31, 2016, and notes, comprising a summary of significant accounting policies and other explanatory information, which are incorporated by reference herein and to the reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG LLP

Chartered Professional Accountants

February 24, 2017
Calgary, Canada

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Exhibit 5.1

Consent of Independent Registered Public Accounting Firm
EX-5.2 7 a2230963zex-5_2.htm EX-5.2
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Exhibit 5.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 1 to Registration Statement on Form F-10 of TransCanada PipeLines Limited and TransCanada Trust of our report dated February 18, 2016 (February 22, 2016 as to Note 27) relating to the consolidated and combined financial statements of Columbia Pipeline Group, Inc. and subsidiaries (the "Company") (which report on the consolidated and combined financial statements expresses an unqualified opinion and includes an explanatory paragraph relating to the Company's February 11, 2015 initial public offering of limited partner interests of Columbia Pipeline Partners LP and its spin-off from NiSource Inc. on July 1, 2015) appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading "Experts" in such Prospectus.

/s/ Deloitte & Touche LLP

Columbus, Ohio
February 24, 2017

QuickLinks

Exhibit 5.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-5.3 8 a2231071zex-5_3.htm EX-5.3

Exhibit 5.3

February 24, 2017

	Reference: 16531/203
TransCanada Trust TransCanada PipeLines Limited

450 — 1st Street S.W. Calgary, Alberta, Canada T2P 5H1

Re: TransCanada PipeLines Limited and TransCanada Trust (together, the “Companies”)

Dear Ladies and Gentlemen:

We hereby consent to the references to our firm name on the cover page and under the captions “Interest of Experts” and “Documents Filed as Part of the Registration Statement” and to the reference to our firm name and the use of our opinion under the captions “Legal Matters” and “Enforcement of Civil Liabilities” in the prospectus included as part of the registration statement on Form F-10 (Registration No. 333-216137) of the Companies.

In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Securities Act of 1933 or the rules and regulations promulgated thereunder.

Yours very truly,

(signed) “Blake, Cassels & Graydon LLP”

Blake, Cassels & Graydon LLP

EX-5.4 9 a2231071zex-5_4.htm EX-5.4

Exhibit 5.4


	Mayer Brown LLP
	71 South Wacker Drive
	Chicago, Illinois 60606-4637

	Main Tel (312) 782-0600
February 24, 2017	Main Fax (312) 701-7711
	www.mayerbrown.com

TransCanada Trust
TransCanada Pipelines Limited
450 - 1st Street S.W.
Calgary, Alberta, Canada, T2P 5H1

Ladies and Gentlemen:

We hereby consent to the references to this firm under the caption “Legal Matters” in the prospectus included as part of the registration statement on Form F-10 ( Registration No. 333- 216137) of TransCanada Corporation.

	Very truly yours,

	/s/ Mayer Brown LLP

	Mayer Brown LLP

Mayer Brown LLP operates in combination with other Mayer Brown entities (the "Mayer Brown Practices"), which have offices in North America,
Europe and Asia and are associated with Tauil & Chequer Advogados, a Brazilian law partnership.

EX-5.5 10 a2231071zex-5_5.htm EX-5.5

Exhibit 5.5

Stikeman Elliott LLP Barristers & Solicitors

4300 Bankers Hall West, 888-3rd Street S.W., Calgary, Canada T2P 5C5

Tel: (403) 266-9000 Fax: (403) 266-9034 www.stikeman.com

February 24, 2017

TransCanada PipeLines Limited
TransCanada Trust
450-1st Street S.W.
Calgary, Alberta, Canada
T2P 5H1

Dear Sirs/Mesdames:

RE: TransCanada PipeLines Limited and TransCanada Trust (together, the “Companies”)

We hereby consent to the references to this firm on the face page of the prospectus, under the captions, “Legal Matters”, “Interests of Experts” and “Documents Filed as Part of the Registration Statement” in the prospectus, and consent to being named and to the use of our opinion under the heading “Certain Canadian Federal Income Tax Considerations” in the prospectus included as part of the registration statement on Form F-10/A (Registration No.333-216137) of the Companies.

	Yours truly,
	/s/ Stikeman Elliott LLP
	“Stikeman Elliott LLP”

CALGARY

VANCOUVER

TORONTO

MONTREAL

OTTAWA

NEW YORK

LONDON

SYDNEY

EX-5.6 11 a2231071zex-5_6.htm EX-5.6

Exhibit 5.6



	Barristers & Solicitors / Patent & Trade-mark Agents

	Norton Rose Fulbright Canada LLP
	400 3rd Avenue SW, Suite 3700
February 24, 2017	Calgary, Alberta T2P 4H2 CANADA

	F: +1 403.264.5973
	nortonrosefulbright.com

TO: TransCanada Trust

TransCanada PipeLines Limited

450 - 1st Street S.W.

Calgary, Alberta, Canada

T2P 5H1

Dear Ladies and Gentlemen:

Re: TransCanada Trust and TransCanada PipeLines Limited (the “Companies”)

Dear Ladies and Gentlemen:

We hereby consent to the reference to our firm name on the fifth page and under the headings “Certain Canadian Federal Income Tax Considerations”, “Legal Matters”, “Interests of Experts” and “Documents Filed as Part of the Registration Statement” in the prospectus included as part of the registration statement on Form F-10 (Registration No. 333- 216137) of the Companies.

Yours truly,

(signed) “Norton Rose Fulbright Canada LLP”

Norton Rose Fulbright Canada LLP is a limited liability partnership established in Canada.

Norton Rose Fulbright Canada LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright South Africa Inc. and Norton Rose Fulbright US LLP, each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.

EX-7.2 12 a2231071zex-7_2.htm EX-7.2

Exhibit 7.2

TRANSCANADA TRUST

as Issuer

TRANSCANADA PIPELINES LIMITED

as Credit Supporter

and

CST TRUST COMPANY

as Trustee

THIRD SUPPLEMENTAL INDENTURE

PROVIDING FOR THE ISSUE OF

UP TO $· PRINCIPAL AMOUNT OF

TRUST NOTES - SERIES 2017-A DUE ·, 2077

Dated as of ·, 2017

Table of Contents

		Page
ARTICLE 1 INTERPRETATION		2

1.1	Definitions	2
1.2	Interpretation Not Affected By Headings, etc.	6
1.3	Incorporation of Certain Definitions	6
1.4	Definition of “this Indenture”	6
1.5	Currency References	6
1.6	Appointment of Exchange Trustee under the Share Exchange Agreement	6
1.7	Appointment of the Indenture Trustee	6
1.8	Additional Provisions Relating to the Trust Notes — Series 2017-A	7

ARTICLE 2 THE TRUST NOTES — SERIES 2017-A		8

2.1	Limitation on Issue and Designation	8
2.2	Terms of Trust Notes — Series 2017-A	8
2.3	Form of Trust Notes - Series 2017-A	9
2.4	Registrar and Transfer Agent, Paying Agent and Calculation Agent	10
2.5	Rights of Set-Off	10
2.6	Additional Amounts	10

ARTICLE 3 REDEMPTION AND PURCHASE FOR CANCELLATION OF THE TRUST NOTES — SERIES 2017-A		11

3.1	Redemption of Trust Notes - Series 2017-A at the Option of the Issuer	11
3.2	Partial Redemption of Trust Notes - Series 2017-A	11
3.3	Early Redemption upon a Tax Event	11
3.4	Early Redemption upon Rating Event	12
3.5	Notice of Redemption	12
3.6	Purchase of the Trust Notes - Series 2017-A for Cancellation	12
3.7	Cancellation of the Trust Notes - Series 2017-A	12

ARTICLE 4 AUTOMATIC EXCHANGE		13

4.1	Automatic Exchange	13
4.2	Redemption by Issuer following Automatic Exchange	13
4.3	Right not to Deliver the TCPL Exchange Preferred Shares	14

ARTICLE 5 DEFERRAL RIGHT		15

5.1	Application of Interest	15
5.2	Acknowledgement of Holders	15
5.3	No Limit	15
5.4	Right not to Deliver the TCPL Deferral Preferred Shares	15

ARTICLE 6 GUARANTEE		16

6.1	Guarantee of Trust Notes — Series 2017-A	16

Table of Contents (continued)

		Page
6.2	Consolidation, amalgamation, merger, conveyance, transfer or lease	17
6.3	Successor Substituted	18
6.4	Notice to the Credit Supporter	18
6.5	Reports by the Credit Supporter	18

ARTICLE 7 SUBORDINATION OF GUARANTEE		19

7.1	Guarantee Subordinated to Guarantor Senior Indebtedness	19
7.2	Disputes with Holders of Certain Guarantor Senior Indebtedness	20
7.3	Subrogation	21
7.4	Obligation of Credit Supporter Unconditional	21
7.5	Payments on Guarantee Permitted	22
7.6	Effectuation of Subordination by Trustee	22
7.7	Knowledge of Trustee	22
7.8	Trustee May Hold Guarantor Senior Indebtedness	22
7.9	Rights of Holders of Guarantor Senior Indebtedness Not Impaired	22
7.10	Article Applicable to Paying Agents	23

ARTICLE 8 INDENTURE SUPPLEMENTAL TO ORIGINAL INDENTURE		23

8.1	Indenture Supplemental to Original Indenture	23

ARTICLE 9 ACCEPTANCE OF TRUSTS BY TRUSTEE		23

9.1	Acceptance of Trusts by Trustee	23

ARTICLE 10 MISCELLANEOUS		23

10.1	Counterparts	23
10.2	Language of Indenture	23

SCHEDULE

SCHEDULE 2.3	—	Form of Fully Registered Trust Notes - Series 2017-A

THIS THIRD SUPPLEMENTAL INDENTURE dated as of ·, 2017,

BETWEEN:

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

	(hereinafter called the “Issuer” or the “Trust”)

	OF THE FIRST PART

	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

	(hereinafter called “TCPL” or the “Credit Supporter”)

	OF THE SECOND PART

	- and -

	CST TRUST COMPANY, a trust company existing under the federal laws of Canada and having an office in the City of Calgary in the Province of Alberta

	(hereinafter called the “Trustee”)

	OF THE THIRD PART

WHEREAS by a trust indenture (the “Original Indenture”) dated as of May 20, 2015 between the Issuer and the Trustee, provision was made for the issue of subordinated notes of the Issuer without limitation as to the aggregate principal amount but issuable only subject to the provisions of the Original Indenture;

WHEREAS by a first supplemental indenture to the Original Indenture dated as of May 20, 2015, $750,000,000 aggregate principal amount of subordinated notes of the Issuer, as a Series of Trust Notes designated as Trust Notes - Series 2015-A Due May 20, 2075, were issued;

WHEREAS by a second supplemental indenture to the Original Indenture dated as of August 11, 2016, $1,200,000,000 aggregate principal amount of subordinated notes of the Issuer, as a Series of Trust Notes designated as Trust Notes - Series 2016-A Due August 15, 2076, were issued;

WHEREAS the Issuer is desirous of issuing additional subordinated notes under the provisions of the Original Indenture, and this supplemental indenture, as a Series of Trust Notes to be designated as Trust Notes - Series 2017-A Due ·, 2077;

WHEREAS the Issuer, the Credit Supporter and the Trustee have agreed to supplement the Original Indenture as herein provided;

WHEREAS all necessary action has been taken by the Issuer to make the Trust Notes - Series 2017-A, when certified by the Trustee and issued as provided in this supplemental indenture, valid, binding and legal obligations of the Issuer with the benefits and subject to the terms of the Original Indenture and to make this supplemental indenture a valid and binding agreement of the Issuer, in accordance with its terms; and

WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee.

NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby covenanted, agreed and declared as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this supplemental indenture, unless there is something in the subject matter or context inconsistent therewith:

“1970 Indenture” means the Trust Indenture made as of the 15th day of June, 1970 between TCPL and Crown Trust Company, as amended or supplemented from time to time;

“Additional Amounts” has the meaning ascribed to such term in Section 2.6.1;

“Assignment and Set-Off Agreement” means the agreement between TCPL, the Trustee, as bare trustee and nominee for and on behalf of Holders of Trust Notes - Series 2017-A, TCC and the Issuer dated ·, 2017 pursuant to which, among other things, TCPL granted the Deferral Event Subscription;

“Automatic Exchange” has the meaning ascribed to such term in the Share Exchange Agreement;

“Automatic Exchange Event” has the meaning ascribed to such term in the Share Exchange Agreement;

“Automatic Exchange Event Notice” has the meaning ascribed to such term in the Share Exchange Agreement;

“Canadian Taxes” has the meaning ascribed to such term in Section 2.6.1;

“Closing Date” means ·, 2017;

“Credit Supporter” means TCPL, in its capacity as guarantor of the Trust Notes — Series 2017-A hereunder, and includes any successor entity to or of TCPL which shall have complied with the provisions of Section 6.2;

“Deferral Date” has the meaning ascribed to such term in the Assignment and Set-Off Agreement;

“Deferral Event” has the meaning ascribed to such term in the Assignment and Set-Off Agreement;

“Deferral Event Subscription” has the meaning ascribed to such term in the Assignment and Set-Off Agreement;

“Deferral Event Subscription Proceeds” has the meaning ascribed to such term in the Assignment and Set-Off Agreement;

“Deferral Event Subscription Proceeds Assignment” has the meaning ascribed to such term in the Assignment and Set-Off Agreement;

“Exchange Trustee” has the meaning ascribed to such term in the Share Exchange Agreement;

“Excluded Holder” has the meaning ascribed to such term in Section 2.6.1;

“Guarantee” means the guarantee of the Trust Notes - Series 2017-A provided by the Credit Supporter, in accordance with the terms and conditions of this supplemental indenture;

“Guarantor Senior Indebtedness” means obligations (other than non-recourse obligations, the obligations under the Guarantee or any other obligations specifically designated as being subordinate in right of payment to Guarantor Senior Indebtedness) of, or guaranteed or assumed by, the Credit Supporter for borrowed money or evidenced by bonds, debentures or notes or obligations of TCPL for or in respect of bankers’ acceptances (including the face amount thereof), letters of credit and letters of guarantee (including all reimbursement obligations in respect of each of the forgoing) or other similar instruments, and amendments, renewals, extensions, modifications and refundings of any such indebtedness or obligation;

“Holders” means the registered holders, from time to time, of the Trust Notes - Series 2017-A or, where the context requires, all of such holders;

“Indebtedness” means any bonds, debentures or other obligations with respect to borrowed money;

“Ineligible Person” means any Person whose address is in, or whom the Trust, TCPL or TCPL’s transfer agent has reason to believe is a resident of, any jurisdiction outside of Canada and the United States to the extent that: (i) the issuance or delivery by TCPL or the Trust to such Person, upon an Automatic Exchange or Deferral Event, of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares, as applicable, would require TCPL or the Trust to take any action to comply with securities or analogous laws of such jurisdiction; or (ii) withholding tax would be applicable in connection with the delivery to such Person of TCPL Exchange Preferred Shares upon an Automatic Exchange.

“Interest Period” means, initially, the period from and including the Closing Date to but excluding ·, 2017 and thereafter from and including each Interest Payment Date to but excluding, the next following Interest Payment Date;

“Interest Reset Date” means ·, 2027 and every ·, ·, · and · of each year during which any Trust Notes - Series 2017-A are outstanding thereafter until the Maturity Date, on which dates the interest rate on the Trust Notes — Series 2017-A will be reset as described on the Form of Fully Registered Trust Notes - Series 2017-A attached as Schedule 2.3 hereto;

“LIBOR” means, for any Interest Period, the rate for U.S. dollar borrowings appearing on page LIBOR01 of the Reuters Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Trust from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for U.S. Dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then “LIBOR” for such Interest Period shall be the rate at which U.S. dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of an agent selected by the Trust in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period;

“Maturity Date” means ·, 2077;

“Moody’s” means Moody’s Investor Service, Inc.;

“Original Indenture” has the meaning ascribed to such term in the first recital to this supplemental indenture;

“Rating Event” means that the Trust or TCPL has received confirmation from S&P or Moody’s that due to (i) any amendment to, clarification of, or change in hybrid capital methodology or a change in the interpretation thereof, in each case occurring or becoming effective after the date of issue of the Trust Notes — Series 2017-A; or (ii) the application of a different hybrid capital methodology or set of criteria by S&P or Moody’s after the date of issue of the Trust Notes — Series 2017-A (due to any reason other than solely as a result of a decrease in the credit rating previously assigned to the Trust Notes — Series 2017-A, it being understood that for this purpose a “decrease in the credit rating previously assigned to the Trust Notes — Series 2017-A” means: (A) in the case of S&P, a rating below BBB; (B) in the case of Moody’s, a rating below Baa2; and (C) in the case of a designation by another rating agency, below an equivalent rating), the Trust Notes — Series 2017-A will no longer be eligible for the same or a higher amount of “equity credit” (or such other nomenclature that S&P or Moody’s may then use to describe “equity credit”) attributed to the Trust Notes — Series 2017-A on the date of issue of the Trust Notes — Series 2017-A.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.;

“Share Exchange Agreement” means the Share Exchange Agreement entered into on the Closing Date among TCPL, the Issuer and the Exchange Trustee providing for, among other things, the respective rights and obligations of TCPL, the Issuer and the Holders of the Trust Notes - Series 2017-A with respect to the automatic exchange of the Trust Notes - Series 2017-A for rights to be issued TCPL Exchange Preferred Shares in connection with an Automatic Exchange;

“Successor Entity” has the meaning attributed to such term in section 6.2.1;

“Tax Event” means the Issuer, TCC or TCPL has received an opinion of independent counsel of a nationally recognized law firm in Canada or the United States experienced in such matters (who may be counsel to the Issuer, TCC or TCPL) to the effect that, as a result of, (i) any amendment to, clarification of, or change (including any announced prospective change) in, the laws, or any regulations thereunder, or any application or interpretation thereof, of Canada or the United States or any political subdivision or taxing authority thereof or therein, affecting taxation; (ii) any judicial decision, administrative pronouncement, published or private ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule, notice, announcement, assessment or reassessment) (collectively, an “administrative action”); or (iii) any amendment to, clarification of, or change in, the official position with respect to or the interpretation of any administrative action or any interpretation or pronouncement that provides for a position with respect to such administrative action that differs from the theretofore generally accepted position, in each of case (i), (ii) or (iii), by any legislative body, court, governmental authority or agency, regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification, change, administrative action, interpretation or pronouncement is made known, which amendment, clarification, change or administrative action is effective or which interpretation, pronouncement or administrative action is announced on or after the date of issue of the Trust Notes - Series 2017-A, there is more than an insubstantial risk (assuming any proposed or announced amendment, clarification, change, interpretation, pronouncement or administrative action is effective and applicable) that (A) the Issuer, TCC or TCPL is, or may be, subject to more than a de minimus amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Trust Notes - Series 2017-A (including the treatment by the Issuer, TCC or TCPL of interest on the TCPL Sub Notes - Series 2017-A or the Trust Notes - Series 2017-A) or the treatment of the TCPL Sub Notes - Series 2017-A or other property of the Issuer, as or as would be reflected in any tax return or form filed, to be filed, or otherwise could have been filed, will not be respected by a taxing authority, (B) the Issuer is, or will be, subject to more than a de minimus amount of taxes, duties or other governmental charges or civil liabilities, or (C) any payment of interest, consideration or otherwise in respect of the TCPL Sub Notes - Series 2017-A or the Trust Notes - Series 2017-A gives rise to more than a de minimus amount of withholding tax for the Issuer, TCC or TCPL and/or that results in the requirement to pay more than a de minimus amount of Additional Amounts under Section 2.6.

“TCC” means TransCanada Corporation and includes its successors and assigns;

“TCPL” means TransCanada PipeLines Limited and includes its successors and assigns;

“TCPL Deferral Preferred Shares” means each series of the first preferred shares of TCPL to be issued to the Holders of Trust Notes - Series 2017-A in respect of a Deferral Event;

“TCPL Exchange Preferred Shares” means the first preferred shares of TCPL to be issued to Holders of Trust Notes - Series 2017-A in respect of an Automatic Exchange;

“TCPL Sub Note — Series 2017-A” means the junior subordinated notes Series 2017-A issued by TCPL to the Trust (in an initial principal amount, on the date hereof, of $·);

“this supplemental indenture”, “hereto”, “hereby”, “hereunder”, “hereof”, “herein” and similar expressions refer to this supplemental indenture and not to any particular article, section, subdivision or other portion hereof, and include any and every supplemental indenture;

“Time of Automatic Exchange” has the meaning ascribed to such term in the Share Exchange Agreement; and

“Trust Notes - Series 2017-A” means the up to $· principal amount of Trust Notes - Series 2017-A due ·, 2077 issued by the Issuer hereunder.

Words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine gender and vice versa.

1.2 Interpretation Not Affected By Headings, etc.

The division of this supplemental indenture into Articles and Sections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this supplemental indenture.

1.3 Incorporation of Certain Definitions

All terms contained in this supplemental indenture which are defined in the Original Indenture, as supplemented and amended to the date hereof, shall, for all purposes hereof, have the meanings given to such terms in the Original Indenture, as so supplemented and amended, unless otherwise defined herein or unless the context otherwise specifies or requires.

1.4 Definition of “this Indenture”

The term “this Indenture”, whenever used herein, means the Original Indenture as supplemented and amended by this supplemental indenture.

1.5 Currency References

All references to dollar ($) amounts shall, unless otherwise expressly indicated herein, be to United States dollars.

1.6 Appointment of Exchange Trustee under the Share Exchange Agreement

Each Holder of Trust Notes — Series 2017-A, by such Holder’s acceptance thereof, hereby appoints CST Trust Company, and any successor thereto or permitted assignee thereof, to act for and on its behalf under and for the purposes contemplated in the Share Exchange Agreement as the “Exchange Trustee” thereunder and to agree to and perform its obligations as a “Holder” under the Share Exchange Agreement in accordance with the terms thereof, and hereby irrevocably and unconditionally authorizes and directs such “Exchange Trustee” to take such actions as may be necessary or appropriate to give effect to the terms of the Share Exchange Agreement (including the Automatic Exchange) and hereby appoints the “Exchange Trustee” as such Holder’s attorney-in-fact for any and all related and incidental purposes.

1.7 Appointment of the Indenture Trustee

Each Holder of Trust Notes — Series 2017-A, by such Holder’s acceptance thereof, hereby appoints the Trustee, and any successor thereto or permitted assignee thereof, to act for and on its behalf under and for the purposes contemplated in the Assignment and Set-Off Agreement and to agree to and perform its obligations as a “Holder” under the Assignment and Set-Off Agreement in accordance with the terms thereof, and hereby irrevocably and unconditionally authorizes and directs the Trustee to take such actions as may be necessary or appropriate to give effect to the terms of the Assignment and Set-Off Agreement (including the Deferral Event Subscription and the Deferral Event Subscription Proceeds Assignment contemplated thereunder) and hereby appoints the Trustee as such Holder’s attorney-in-fact for any and all related and incidental purposes.

1.8 Additional Provisions Relating to the Trust Notes — Series 2017-A.

1.8.1 For the purposes of this supplemental indenture, and the Trust Notes — Series 2017-A:

“Business Day” means a day on which TCPL and the Trustee are open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or any statutory or civic holiday in the City of Toronto, Ontario, the City of Calgary, Alberta or the City of New York, New York.

1.8.2 For the purposes of this supplemental indenture, and the Trust Notes — Series 2017-A, the restrictions set forth in Section 8.1 of the Original Indenture shall be supplemented by a requirement that the Issuer shall not merge, amalgamate, consolidate or otherwise combine with any other Person or convey, transfer or lease all or substantially all of its assets to any Person, unless, if the Successor Entity is organized under the laws of a jurisdiction other than the laws of Canada or any province of territory thereof or the United States, any state thereof or the District of Columbia, such Successor Entity shall assume the Issuer’s obligations under this supplemental indenture to pay Additional Amounts, with the name of such successor jurisdiction being included in addition to Canada in each place that Canada appears in Section 2.6.1.

1.8.3 For the purposes of this supplemental indenture, and the Trust Notes — Series 2017-A, in addition to the events set forth in Section 6.1.1 of the Original Indenture, each of the following events is an “Event of Default”:

1.8.3.1 if an order is made or an effective resolution is passed for the winding-up or liquidation of TCPL, except in the course of carrying out or pursuant to a transaction in respect of which the conditions of Article 8 of the Original Indenture are duly observed and performed, or in the event of any other dissolution of TCPL, by operation of law; or

1.8.3.2 if TCPL makes a general assignment for the benefit of its creditors, or otherwise acknowledges its insolvency, becomes insolvent or is declared bankrupt or consents to the institution of bankruptcy or insolvency proceedings against it under any bankruptcy, insolvency or analogous laws or if a custodian, sequestrator, liquidator, receiver, receiver and manager or any other officer with similar powers is appointed of TCPL or of the property of TCPL or any part thereof which is, in the opinion of the Trustee, a substantial part thereof.

1.8.4 For the purposes of this supplemental indenture, and the Trust Notes—Series 2017-A, with respect to any matter affecting the Trust Notes—Series 2017-A or rights of the Holders thereof, “Extraordinary Resolution” means (i) the written consent of Holders of not less than a majority of the aggregate principal amount of the Trust Notes — Series 2017-A; or (ii) an

extraordinary resolution proposed at a meeting of Holders of the Trust Notes — Series 2017-A where Holders of not less than a majority of the aggregate principal amount of the Trust Notes — Series 2017-A are represented in person or by proxy (or a lesser amount of holders if such meeting has been dissolved and reconvened due to failure to achieve quorum in the manner specified in the Original Indenture) and passed by the favourable votes of Holders of the Trust Notes — Series 2017-A representing not less than 66 2⁄3% of the aggregate principal amount of the Trust Notes — Series 2017-A represented at the meeting.

ARTICLE 2

THE TRUST NOTES — SERIES 2017-A

2.1 Limitation on Issue and Designation

The aggregate principal amount of the Trust Notes - Series 2017-A that may be issued and certified hereunder shall be limited to up to $· principal amount of the Trust Notes designated as “Trust Notes - Series 2017-A due ·, 2077”. The issuance of the Trust Notes - Series 2017-A shall be subject to compliance with the terms and conditions of the 1970 Indenture relating to the creation, assumption or incurring of Funded Obligations (as such term is defined in the 1970 Indenture).

2.2 Terms of Trust Notes — Series 2017-A

2.2.1 The Trust Notes - Series 2017-A shall be dated as of the Closing Date, regardless of their actual date of issue, and shall mature on the Maturity Date.

2.2.2 Subject to Section 2.2.5 below, from the Closing Date to, but excluding, ·, 2027, the Trust Notes - Series 2017-A will bear interest at the rate of ·% per annum, payable in arrears in equal semi-annual payments on each Interest Payment Date, to the persons in whose names the Trust Notes - Series 2017-A are registered at the close of business on the preceding · or ·, respectively, with the first payment on ·, 2017. Notwithstanding the foregoing, the initial interest payment payable on ·, 2017, will be $· per $1,000 principal amount of the Trust Notes - Series 2017-A. From ·, 2027 and on every Interest Reset Date thereafter until ·, 2077, the interest rate on the Trust Notes - Series 2017-A will be reset as follows: (i) starting on ·, 2027, until ·, 2047 at an interest rate per annum equal to the three-month LIBOR plus ·%, payable in arrears on each Interest Payment Date to the persons in whose names the Trust Notes - Series 2017-A are registered at the close of business on the preceding ·, ·, · or ·, respectively, with the first payment at such rate being on ·, 2027 and (ii) starting on ·, 2047 until ·, 2077 at an interest rate per annum equal to the three-month LIBOR plus ·%, payable in arrears on each Interest Payment Date to the persons in whose names the Trust Notes - Series 2017-A are registered at the close of business on the preceding ·, ·, · or ·, respectively, with the first payment at such rate being on ·, 2047. Subject to Article 5, interest as aforesaid shall be payable after as well as before default, with interest on overdue interest, in like money, at the same rates and on the same dates.

2.2.3 Interest for each Interest Period from the Closing Date to, but excluding, ·, 2027, will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest for each Interest Period from ·, 2027 to the Maturity Date will be calculated on the basis of the actual number of days elapsed during each such Interest Period and a 360-day year. For the purposes of disclosure under the Interest Act (Canada), and without affecting the interest payable on the Trust Notes - Series 2017-A, whenever the interest rate on the Trust Notes - Series 2017-A is to be calculated on the basis of a period of less than a calendar year, the yearly interest rate equivalent for such interest rate will be the interest rate multiplied by the actual number of days in

the relevant calendar year and divided by the number of days used in calculating the specified interest rate.

2.2.4 If any Interest Payment Date would otherwise fall on a day which is not a Business Day, payment shall be postponed until the next Business Day, and no further interest or other sums will accrue in respect of such postponement.

2.2.5 After the Closing Date, subject to the limit in Section 2.1, the Issuer shall be entitled to issue additional Trust Notes-Series 2017-A (“Additional Trust Notes-Series 2017-A”), which shall have identical terms as the Trust Notes-Series 2017-A issued on the Closing Date, other than with respect to their issue date, issue price and, if applicable, their first interest payment date and interest accrual date.

2.2.6 With respect to any Additional Trust Notes-Series 2017-A, the Issuer shall set forth in an Officer’s Certificate, a copy of which shall be delivered to the Trustee, the following information:

2.2.6.1 the aggregate principal amount of such Additional Trust Notes-Series 2017-A to be authenticated and delivered pursuant to this Indenture; and

2.2.6.2 the issue price, the issue date and the CUSIP number of such Additional Trust Notes-Series 2017-A; provided, however, that if Additional Trust Notes-Series 2017-A are issued with the same CUSIP number as any other Trust Notes-Series 2017-A previously issued under this supplemental Indenture, then such Additional Trust Notes-Series 2017-A shall be issued at a price that would not prevent such Additional Trust Notes-Series 2017-A from being treated as fungible with such previously-issued Trust Notes-Series 2017-A for U.S. federal income tax purposes; and

2.2.6.3 if applicable, the first interest payment date and interest accrual date of such Additional Trust Notes-Series 2017-A.

2.3 Form of Trust Notes - Series 2017-A

2.3.1 Subject to Section 2.11 of the Original Indenture, the Trust Notes - Series 2017-A shall be issued only as fully registered Trust Notes - Series 2017-A in denominations of $1,000 and integral multiples thereof.

2.3.2 The Trust Notes - Series 2017-A and the certificate of the Trustee endorsed thereon shall be in the English language (and may be in the French language) and shall be substantially in the form set out in Schedule 2.3 hereto, with such appropriate additions, deletions, substitutions and variations as the Trustee may approve (or as may be required to issue Additional Trust Notes-Series 2017-A pursuant to Section 2.2.5) and shall bear such distinguishing letters and numbers as the Trustee may approve, such approval of the Trustee to be conclusively evidenced by its certification of the Trust Notes - Series 2017-A. In the event that any provision of the Trust Notes - Series 2017-A in the French language, if any, shall be susceptible to an interpretation different from the equivalent provision in the English language, the interpretation of such provision in the English language shall be determinative.

2.3.3 The Trust Notes - Series 2017-A may be engraved, printed or lithographed, or partly in one form and partly in another, as the Issuer may determine.

2.4 Registrar and Transfer Agent, Paying Agent and Calculation Agent

The Issuer hereby appoints the Trustee as the registrar and transfer agent and paying agent of the Trust Notes - Series 2017-A and the Trustee hereby accepts such appointment. The Issuer hereby appoints the Trustee as the calculation agent to determine the amount of floating rate interest payable on the Trust Notes - Series 2017-A from and after ·, 2027.

2.5 Rights of Set-Off

Notwithstanding Section 4.8 of the Original Indenture, each party may set-off against amounts owing by it hereunder to another Person any amounts owing or accruing due by such Person to it or any of its Affiliates, without duplication, including pursuant to the Share Exchange Agreement and the Assignment and Set-Off Agreement.

2.6 Additional Amounts

2.6.1 All payments made by or on account of any obligation of the Issuer under or with respect to the Trust Notes — Series 2017-A, or by or on account of any obligation of the Credit Supporter under or with respect to the Guarantee, shall be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter, “Canadian Taxes”), unless the Issuer or the Credit Supporter is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the Issuer or the Credit Supporter is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Trust Notes — Series 2017-A or the Guarantee, the Issuer or the Credit Supporter shall pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction shall not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable with respect to a payment made to a Holder (an “Excluded Holder”) in respect of a beneficial owner (i) with which the Issuer or the Credit Supporter does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of such Holder’s failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or any portion of the amount paid to such Holder is deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Income Tax Act (Canada), or (iv) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere holding of Trust Notes — Series 2017-A or the receipt of payments thereunder. The Issuer or the Credit Supporter shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required under applicable law.

2.6.2 If a Holder has received a refund or credit for any Canadian Taxes with respect to which the Issuer or the Credit Supporter has paid Additional Amounts pursuant to this Section 2.6, such Holder shall pay over such refund to the Issuer or the Credit Supporter (but only to the

extent of such Additional Amounts), net of all out-of-pocket expenses of such Holder, together with any interest paid by the relevant tax authority in respect of such refund.

2.6.3 If Additional Amounts are required to be paid under this Section 2.6 as a result of a Tax Event, the Issuer may elect to redeem outstanding Trust Notes — Series 2017-A pursuant to Section 3.3.

ARTICLE 3

REDEMPTION AND PURCHASE FOR CANCELLATION OF THE TRUST NOTES — SERIES 2017-A

3.1 Redemption of Trust Notes - Series 2017-A at the Option of the Issuer

On or after ·, 2027, the Issuer may, at its option or at the direction of TCPL, redeem the Trust Notes — Series 2017-A in whole at any time or in part from time to time on any Interest Payment Date and on not less than 30 days nor more than 60 days prior notice to the Holders thereof, without the consent of the Holders, at a redemption price per $1,000 principal amount of the Trust Notes - Series 2017-A equal to par, together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

3.2 Partial Redemption of Trust Notes - Series 2017-A

3.2.1 If less than all the Trust Notes — Series 2017-A are to be redeemed pursuant to Section 3.1, the Issuer shall, at least 15 days prior to the date that notice of redemption is given, notify the Trustee by Written Order of the Issuer of its intention to redeem the aggregate principal amount of the Trust Notes - Series 2017-A to be redeemed. The Trust Notes - Series 2017-A to be redeemed shall be selected by the Trustee on a pro rata basis, disregarding fractions, according to the principal amount of the Trust Notes - Series 2017-A registered in the respective names of each Holder, or in such other manner as the Trustee may consider equitable, provided that such selection shall be proportionate (to the nearest minimum authorized denomination for the Trust Notes - Series 2017-A established pursuant to Section 2.3).

3.2.2 If the Trust Notes - Series 2017-A in denominations in excess of the minimum authorized denomination for the Trust Notes - Series 2017-A are selected and called for redemption in part only (such part being that minimum authorized denomination or an integral multiple thereof) then, unless the context otherwise requires, references to the Trust Notes - Series 2017-A in this Article 3 shall be deemed to include any such part of the principal amount of the Trust Notes - Series 2017-A which shall have been so selected and called for redemption. The Holder of any Trust Notes - Series 2017-A called for redemption in part only, upon surrender of such Trust Notes - Series 2017-A for payment, shall be entitled to receive, without expense to such Holder, new Trust Notes - Series 2017-A for the unredeemed part of the Trust Notes - Series 2017-A so surrendered, and the Issuer shall execute and the Trustee shall certify and deliver, at the expense of the Issuer, such new Trust Notes - Series 2017-A having the same terms as are set out herein upon receipt from the Trustee or the Paying Agent of the Trust Notes - Series 2017-A so surrendered.

3.3 Early Redemption upon a Tax Event

The Issuer may, at its option, redeem all (but not less than all) of the Trust Notes - Series 2017-A upon the occurrence of a Tax Event on not less than 30 days nor more than 60 days prior notice to the

Holders thereof, without the consent of the Holders. The redemption price per $1,000 principal amount of the Trust Notes - Series 2017-A shall be equal to par together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

3.4 Early Redemption upon Rating Event

The Issuer may, at its option, redeem all (but not less than all) of the Trust Notes - Series 2017-A at any time upon or following the occurrence of a Rating Event on not less than 30 days nor more than 60 days prior notice to the Holders thereof, without the consent of the Holders. The redemption price per $1,000 principal amount of the Trust Notes - Series 2017-A shall be equal to par plus $20 together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

3.5 Notice of Redemption

Subject to Section 4.2, notice of any intention to redeem any Trust Notes - Series 2017-A shall be given by or on behalf of the Issuer to the Holders of the Trust Notes - Series 2017-A which are to be redeemed, not more than 60 days and not less than 30 days prior to the date fixed for redemption, in the manner provided in the Original Indenture. The notice of redemption shall, unless all the Trust Notes - Series 2017-A then outstanding are to be redeemed, specify the distinguishing letters and numbers of the Trust Note - Series 2017-A which are to be redeemed and, if a Trust Notes - Series 2017-A is to be redeemed in part only, shall specify that part of the principal amount thereof to be redeemed, and shall specify the redemption date, the redemption price and places of payment and shall state that all interest on the Trust Notes - Series 2017-A called for redemption shall cease from and after such redemption date.

3.6 Purchase of the Trust Notes - Series 2017-A for Cancellation

3.6.1 The Issuer may, upon the direction of TCPL, purchase all or any of the Trust Notes - Series 2017-A in the open market (which may include purchases from or through an investment dealer or a firm holding membership on or that is a participant of a recognized stock exchange) or by invitation for tenders or by private contract and, in each case, at any price, payable in cash.

3.6.2 If, upon an invitation for tenders, more Trust Notes - Series 2017-A than the Issuer is willing to purchase are tendered at the same lowest price, the Trust Notes - Series 2017-A to be purchased by the Issuer shall be selected by the Trustee pro rata, or in such other manner as the Trustee may consider equitable in compliance with applicable law, from the Trust Notes - Series 2017-A tendered by each Holder who tendered at such lowest price. For this purpose, the Trustee may make, and from time to time amend, regulations with respect to the manner in which the Trust Notes - Series 2017-A may be so selected and regulations so made shall be valid and binding upon all Holders, notwithstanding the fact that, as a result thereof, one or more of such Trust Notes - Series 2017-A become subject to purchase in part only. The Holder of any Trust Notes - Series 2017-A of which a part only is purchased, upon surrender of such Trust Notes - Series 2017-A for payment, shall be entitled to receive, without expense to such Holder, one or more new Trust Notes - Series 2017-A for the unpurchased part so surrendered and the Trustee shall certify and deliver such new Trust Notes - Series 2017-A upon receipt of the Trust Notes - Series 2017-A so surrendered.

3.7 Cancellation of the Trust Notes - Series 2017-A

All Trust Notes - Series 2017-A redeemed and all Trust Notes - Series 2017-A purchased under this Article 3 shall forthwith be delivered to the Trustee and shall be cancelled by it and will not be reissued or resold, and except as provided in subsection 3.6.2, no Trust Notes - Series 2017-A shall be issued in substitution therefor.

ARTICLE 4

AUTOMATIC EXCHANGE

4.1 Automatic Exchange

4.1.1 On the occurrence of an Automatic Exchange Event, whether before or after the occurrence of any Event of Default, each Holder of Trust Notes — Series 2017-A then outstanding shall give full effect to the Automatic Exchange pursuant to and in accordance with the Share Exchange Agreement. To that end, in accordance with the Share Exchange Agreement, all Trust Notes — Series 2017-A held by a Holder shall be deemed to have been automatically exchanged and transferred to TCPL at a price, for each $1,000 principal amount of Trust Notes — Series 2017-A, equal to one newly issued and fully paid TCPL Exchange Preferred Share with a stated issue price of $1,000 per share, together with such number of TCPL Exchange Preferred Shares (including fractional shares, where applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of Trust Notes — Series 2017-A from the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic Exchange Event, by $1,000. As full and final payment of such price, in accordance with the Share Exchange Agreement, a Holder of Trust Notes — Series 2017-A shall receive, and be deemed to have received and accepted, as of the Time of Automatic Exchange, the right to be issued one newly issued and fully paid TCPL Exchange Preferred Share with a stated issue price of $1,000 per share, together with such number of TCPL Exchange Preferred Shares (including fractional shares, where applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of Trust Notes — Series 2017-A from the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic Exchange Event by $1,000, per $1,000 principal amount of Trust Notes — Series 2017-A held by the Holder. The foregoing exchange, transfer, receipt and acceptance shall be automatically effected in accordance with the Share Exchange Agreement and shall not require any conveyance, confirmation or further action being taken by the Trust, the Exchange Trustee or the Holders in order to give full effect to same. For greater certainty, any Trust Notes — Series 2017-A purchased or redeemed by the Trust prior to the Time of Automatic Exchange shall be deemed not to be outstanding, and shall not be subject to the Automatic Exchange.

4.1.2 Pursuant to the Share Exchange Agreement, as of the Time of Automatic Exchange and on a basis consistent with the terms of this Agreement, each Holder of Trust Notes — Series 2017-A shall be deemed to have exchanged and transferred to TCPL all of such Holder’s right, title and interest in and to the Trust Notes — Series 2017-A registered in its name and shall thereupon cease to be a Holder of such Trust Notes — Series 2017-A and all rights of such Holder as a debtholder of the Trust shall cease, and each Holder shall thereupon and thereafter be deemed hereunder to be entitled to receive the corresponding number of TCPL Exchange Preferred Shares (including fractional shares, where applicable) contemplated in Section 3.3 of the Share Exchange Agreement.

4.2 Redemption by Issuer following Automatic Exchange

4.2.1 This Section shall apply to any redemption by the Issuer of the Trust Notes - Series 2017-A following an Automatic Exchange in the circumstances described in subsection 4.2.2 and shall apply in accordance with its terms notwithstanding the subordination provisions of Article 4 of the Original Indenture and Article 6 hereof, which shall not apply in the case of such a redemption. For greater certainty, redemption by the Issuer under this Section 4.2 may occur at any time after the Closing Date, including prior to ·, 2027.

4.2.2 Subject to subsection 4.2.3, if for any reason an Automatic Exchange does not result in the exchange of all Trust Notes - Series 2017-A then outstanding for the right to be issued TCPL Exchange Preferred Shares (including fractional shares, where applicable) in accordance with the Share Exchange Agreement, the Issuer shall, without any requirement for notice or further action on the part of any Person, forthwith redeem all such Trust Notes - Series 2017-A not so exchanged for consideration consisting of one TCPL Exchange Preferred Share per $1,000 principal amount of the Trust Notes - Series 2017-A, together with the number of TCPL Exchange Preferred Shares (including fractional shares, where applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of the Trust Notes - Series 2017-A from, and including, the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic Exchange Event by $1,000. For this purpose, the Issuer shall exercise the “Series 2017-A Subscription Right” pursuant to the Share Exchange Agreement to require TCPL to issue to the Issuer sufficient TCPL Exchange Preferred Shares (including fractional shares, where applicable) to complete and give effect to such redemption. The Trust Notes - Series 2017-A redeemed pursuant to this subsection 4.2.2 shall be cancelled and shall not be reissued.

4.2.3 The Issuer need not give notice of redemption prior to the exercise of the foregoing rights of redemption if TCPL has given an Automatic Exchange Event Notice. The redemption will be deemed to have been effected and the consideration paid at the Time of Automatic Exchange. From and after the Time of Automatic Exchange, each Holder of the Trust Notes - Series 2017-A (if any) whose Trust Notes - Series 2017-A were for any reason not exchanged for TCPL Exchange Preferred Shares by the operation of the Automatic Exchange and instead were redeemed by the Trust under this Section, shall automatically cease to be a Holder and instead shall, subject to Section 4.3, be entitled only to receive TCPL Exchange Preferred Shares (including fractional shares, where applicable) or such other consideration as is contemplated herein in respect of such Trust Notes - Series 2017-A held by such Holder.

4.3 Right not to Deliver the TCPL Exchange Preferred Shares

4.3.1 Pursuant to the Share Exchange Agreement, on an Automatic Exchange or a redemption of the Trust Notes - Series 2017-A following an Automatic Exchange Event, TCPL has reserved the right not to issue TCPL Exchange Preferred Shares to any Ineligible Person. In those circumstances, TCPL shall issue to the Trustee, and the Trustee shall hold, all TCPL Exchange Preferred Shares (including fractional shares, where applicable) that would otherwise be delivered to the Ineligible Persons, and the Trustee shall deliver such shares to a broker retained by TCPL for the purpose of effecting the sale (to Persons other than TCPL, its Affiliates and other Ineligible Persons) on behalf of such Ineligible Persons of such TCPL Exchange Preferred Shares. Those sales (if any) may be made at any time and at any price and none of the Trust, the Trustee or TCPL shall be subject to any liability for failing to sell such TCPL Exchange Preferred Shares on behalf of any such Ineligible Persons or at any particular price on any particular day. The net proceeds received by the Trustee from the sale of any such TCPL Exchange Preferred Shares shall be divided, in accordance with the Share Exchange Agreement, among the Ineligible Persons in proportion to the number of TCPL Exchange Preferred Shares

that would otherwise have been delivered to them, after deducting the costs of sale and any applicable withholding taxes. The Trustee shall make payment of the aggregate net proceeds to DTC (if the Trust Notes — Series 2017-A are then held in the book-entry only system) in accordance with the customary practices and procedures of DTC or in all other cases to such Ineligible Persons, or such other registrar and transfer agent who may have been appointed in respect of the Trust Notes — Series 2017-A in accordance with the terms of the Original Indenture, for distribution to such Ineligible Persons, in each case, in accordance with customary practices and procedures of the Trustee or the registrar and transfer agent, as applicable.

ARTICLE 5

DEFERRAL RIGHT

5.1 Application of Interest

On each Deferral Date, and notwithstanding the subordination provisions of Article 4 of the Original Indenture and Article 6 hereof which shall not apply in the case of a Deferral Event Subscription, interest payable in respect of the Trust Notes — Series 2017-A on such Interest Payment Date to Holders of Trust Notes — Series 2017-A shall be paid by the Trust as Deferral Event Subscription Proceeds to give effect to the related Deferral Event Subscription Proceeds Assignment by each Holder in order to complete each such Holder’s obligations in respect of the related Deferral Event Subscription. Pursuant to the Assignment and Set-Off Agreement, such Deferral Event Subscription Proceeds Assignment shall constitute the full and final payment by the Holders for and in respect of the purchase price payable by each Holder in relation to its related Deferral Event Subscription and TCPL is required to issue and deliver to each Holder (in the manner contemplated in the Assignment and Set-Off Agreement) a number of TCPL Deferral Preferred Shares (including fractional shares, if applicable) calculated by dividing (a) the amount of the interest payment on the Trust Notes — Series 2017-A that has not been paid in cash to such Holder on the Deferral Date, by (b) the stated issue price of the applicable series of TCPL Deferral Preferred Shares.

5.2 Acknowledgement of Holders

Each Deferral Event Subscription shall be effected by the Trustee, acting pursuant to the Assignment and Set-Off Agreement, on behalf of the applicable Holders and TCPL. The provisions of the Assignment and Set-Off Agreement are hereby acknowledged and deemed accepted by Holders of Trust Notes — Series 2017-A, by and through the Indenture Trustee acting as bare trustee and nominee in accordance with and subject to the terms of the Assignment and Set-Off Agreement.

5.3 No Limit

There shall be no limit on the number of Deferral Events that may occur.

5.4 Right not to Deliver the TCPL Deferral Preferred Shares

Pursuant to the Assignment and Set-Off Agreement, upon a Deferral Event, TCPL has the right not to issue TCPL Deferral Preferred Shares to any Ineligible Person. In those circumstances, TCPL will issue to the Trustee, and the Trustee shall hold, all TCPL Deferral Preferred Shares (including fractional shares, where applicable) that would otherwise be delivered to Ineligible Persons, and the Trustee shall deliver such shares to a broker retained by TCPL for the purpose of effecting the sale (to Persons other than TCPL and its Affiliates or other Ineligible Persons) on behalf of such Ineligible Persons of such TCPL Deferral Preferred Shares. Such sales, if any, may be made at any time and at any price and none

of the Trust, the Trustee or TCPL will be subject to any liability for failing to sell such TCPL Deferral Preferred Shares on behalf of any such Ineligible Persons or at any particular price on any particular day. The net proceeds received by the Trustee from the sale of any such TCPL Deferral Preferred Shares shall be divided among the Ineligible Persons in proportion to the number of TCPL Deferral Preferred Shares that would otherwise have been delivered to them, after deducting any related costs of sale and any applicable withholding taxes. The Trustee shall make payment of the aggregate net proceeds to DTC (if the Trust Notes - Series 2017-A are then held in the DTC book-entry only system) in accordance with the customary practices and procedures of DTC or in all other cases to such Ineligible Persons, or such other registrar and transfer agent who may have been appointed in respect of the Trust Notes — Series 2017-A in accordance with the terms of the Original Indenture, for distribution to such Ineligible Persons, in each case, in accordance with customary practices and procedures of the Trustee or the registrar and transfer agent, as applicable.

ARTICLE 6

GUARANTEE

6.1 Guarantee of Trust Notes — Series 2017-A

6.1.1 The Credit Supporter hereby guarantees, on a subordinated basis as provided herein, the due and punctual payment of the principal amount of and interest on (including, in case of default, interest on the amount in default) the Trust Notes - Series 2017-A when and as the same becomes due and payable, whether at their respective due dates, on redemption or otherwise, in each case in accordance with the terms of the Trust Notes - Series 2017-A, the Original Indenture and this supplemental indenture. The Credit Supporter also hereby guarantees, on a subordinated basis as provided herein, the performance by the Trust of its obligations (if any) to and in favour of the Holders of the Trust Notes - Series 2017-A, pursuant to the Share Exchange Agreement (including in respect of the Automatic Exchange) and the Assignment and Set-Off Agreement (including in respect of the Deferral Event Subscription and the Deferral Event Subscription Proceeds Assignment). The Guarantee shall be a direct, unsecured, subordinated obligation of the Credit Supporter as provided herein. For greater certainty, (a) in the event of an Automatic Exchange, the entitlement of the Holders is solely to receive TCPL Exchange Preferred Shares as contemplated in Article 4, (b) in the event of a Deferral Event, the Holders shall be required to complete the applicable Deferral Event Subscription, and (c) in such events, the Guarantee shall be a guarantee with respect to the delivery of TCPL Exchange Preferred Shares or TCPL Deferral Preferred Shares, as applicable, and the completion, validity and enforceability of the Automatic Exchange or the Deferral Event Subscription shall not be limited or affected by this Guarantee.

6.1.2 The Credit Supporter agrees that the Trustee and each of the Holders may grant extensions of time or other indulgences, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with the Issuer and other parties and securities as the Trustee or such Holder may see fit and may apply all monies received from the Issuer or others or from securities upon such part of the Issuer’s liability under this supplemental indenture as the Trustee may think best without prejudice to or in any way limiting or lessening the liability of the Credit Supporter under this supplemental indenture.

6.1.3 None of the Trustee or the Holders shall be bound to exhaust its recourse against the Issuer before being entitled to payment from the Credit Supporter under this supplemental indenture.

6.1.4 Any loss of or in respect of the securities received by the Trustee or any of the Holders from the Issuer or any other Person, whether occasioned through the fault of the Trustee or a Holder, or otherwise, shall not discharge pro tanto or limit or lessen the liability of the Credit Supporter under this supplemental indenture.

6.1.5 Any change or changes in the name of the Issuer shall not affect or in any way limit or lessen the liability of the Credit Supporter hereunder.

6.1.6 All monies in fact borrowed or obtained by the Issuer upon the issue of the Trust Notes - Series 2017-A under this supplemental indenture shall be deemed to form part of the liabilities hereby guaranteed notwithstanding any limitation of status or of power of the Issuer or agents of the Issuer or that the Issuer may not be a legal entity or any irregularity, defect or informality in the borrowing or obtaining of such monies.

6.1.7 Any account settled or stated by or between the Trustee on behalf of the Holders and the Issuer in relation to this supplemental indenture shall be accepted by the Credit Supporter as conclusive evidence that the balance or amount thereby appearing due by the Issuer is so due, absent manifest error or proof to the contrary.

6.1.8 The Credit Supporter shall make payment to the Trustee on behalf of the Holders of the amount of the liability of the Credit Supporter, forthwith after demand therefor is made in writing, and in any event within 15 days of any failure by the Issuer to make a payment as stipulated herein, and such demand shall be conclusively deemed to have been effectually made when made in accordance with Section 6.4 below.

6.1.9 The Guarantee provided under this supplemental indenture is in addition to and without prejudice to any securities of any kind (including, guarantees and postponement agreements, whether or not in the same form as this instrument) now or hereafter held by the Trustee on behalf of the Holders.

6.1.10 In the event that pursuant to any applicable statute or common law, the amount of any payment made hereunder by the Credit Supporter to the Trustee or any of the Holders (including actual or imputed interest thereon) must be repaid by the Trustee or such Holder to the Credit Supporter, whether by virtue of any fraudulent preference or conveyance legislation or otherwise howsoever, the Credit Supporter shall remain liable hereunder for the amount of such repayment notwithstanding any prior termination or release of the Guarantee by the Trustee and any such prior termination or release shall at all times be and be treated to be subject to this paragraph.

6.1.11 To the extent that the Credit Supporter makes a payment to a Holder of the Trust Notes - Series 2017-A, the Credit Supporter shall be subrogated to all of the Holder’s rights and entitlements under the applicable Trust Notes - Series 2017-A, which shall remain outstanding.

6.2 Consolidation, amalgamation, merger, conveyance, transfer or lease

The Credit Supporter shall not merge, amalgamate, consolidate or otherwise combine with any other Person or convey, transfer or lease all or substantially all of its assets to any Person, unless:

6.2.1 in case the Credit Supporter shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease all or substantially all of its assets to any Person, the

Person formed by, or resulting from, such consolidation or amalgamation or into which the Credit Supporter, as the case may be, is merged or the Person that acquires by conveyance or transfer, or which leases, all or substantially all of the assets of the Credit Supporter (the “Successor Entity”) shall be the Credit Supporter or a corporation, partnership or trust, organized and validly existing and shall expressly assume and be legally responsible for the Guarantee and to perform all obligations of the Credit Supporter under this supplemental indenture, by supplemental indenture satisfactory to the Trustee executed and delivered to the Trustee by such Person;

6.2.2 immediately after such consolidation, amalgamation, merger, conveyance, transfer or lease the Successor Entity must not be in default in the performance of the covenants and conditions of this supplemental indenture to be performed by the Credit Supporter;

6.2.3 if the Successor Entity is organized under the laws of a jurisdiction other than the laws of Canada or any province of territory thereof or the United States, any state thereof or the District of Columbia, such Successor Entity shall assume the Credit Supporter’s obligations under this supplemental indenture to pay Additional Amounts, with the name of such successor jurisdiction being included in addition to Canada in each place that Canada appears in Section 2.6 hereof; and

6.2.4 the Credit Supporter has delivered to the Trustee an officers’ certificate and an opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

6.3 Successor Substituted

Upon any consolidation or amalgamation of the Credit Supporter with, or merger of the Credit Supporter into, any other Person or any conveyance, transfer or lease of all or substantially all of the assets of the Credit Supporter in accordance with section 6.2, the Successor Entity shall succeed to, and be substituted for, and may exercise every right and power of the Credit Supporter under this supplemental indenture with the same effect as if such Successor Entity had been named as the Credit Supporter herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this supplemental indenture and the Guarantee.

6.4 Notice to the Credit Supporter

Any notice to the Credit Supporter under the provisions of this supplemental indenture shall be valid and effective if delivered personally to, by facsimile or, if given by first class mail, postage prepaid, addressed to, the Credit Supporter at 450 - 1st Street SW, Calgary, Alberta T2P 5H1, Attention: Corporate Secretary, facsimile: (403) 920-2467, and shall be deemed to have been given on the date of delivery, the Business Day immediately following the date such notice has been sent by facsimile or on the third Business Day after such letter has been mailed, as the case may be. The Credit Supporter may from time to time notify the Trustee of a change in address, which thereafter, until changed by a further notice, shall be the address of the Credit Supporter for all purposes of this Indenture.

6.5 Reports by the Credit Supporter

The Credit Supporter covenants:

6.5.1 to file with the Trustee, within 15 days after the Credit Supporter is required to file the same with the U.S. Securities and Exchange Commission (the “Commission”), copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Credit Supporter may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or if the Credit Supporter is not required to file information, documents, or reports pursuant to either of such Sections, then to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents, and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a debt security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

6.5.2 to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents, and reports with respect to compliance by the Credit Supporter with the conditions and covenants provided for in the Original Indenture and this supplemental indenture as may be required from time to time by such rules and regulations; and

6.5.3 to transmit by mail to the Holders of the Trust Notes- Series 2017 -A, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act of 1939, such summaries of any information, documents and reports required to be filed by the Credit Supporter pursuant to subsections 6.5.1 and 6.5.2 of this Section as may be required to be transmitted to such Holders by rules and regulations prescribed from time to time by the Commission.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Credit Supporter’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on certificates of officers of the Credit Supporter) and the filing of such reports, information and documents by or at the direction of the Credit Supporter on the Electronic Data Gathering, Analysis, and Retrieval system of the Commission (or any successor system) shall be deemed to constitute filing with the Trustee for the purposes of this Section 6.5.

ARTICLE 7

SUBORDINATION OF GUARANTEE

7.1 Guarantee Subordinated to Guarantor Senior Indebtedness

7.1.1 The Credit Supporter covenants and agrees, and each Holder of Trust Notes - Series 2017-A, by the acceptance thereof, likewise covenants and agrees, that the Guarantee by the Credit Supporter is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of Guarantor Senior Indebtedness.

7.1.2 In the event (a) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Credit Supporter or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Credit Supporter, whether or not involving insolvency or bankruptcy, or (b) subject to the provisions of Section 7.2 that (i) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Guarantor Senior

Indebtedness, or (ii) there shall have occurred an event of default (other than a default in the payment of principal or interest or other monetary amounts due and payable) in respect of any Guarantor Senior Indebtedness, as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii) of this clause (b), such default or event of default shall not have been cured or waived or shall not have ceased to exist, or (c) that the principal of and accrued interest on the Trust Notes - Series 2017-A shall have been declared due and payable and such declaration shall not have been rescinded and annulled, then:

7.1.2.1 the holders of all Guarantor Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon, or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Trust Notes - Series 2017-A are entitled to receive a payment from the Credit Supporter under the Guarantee;

7.1.2.2 any payment by, or distribution of assets of, the Credit Supporter of any kind or character, whether in cash, property or securities, to which the Holders of any of the Trust Notes - Series 2017-A or the Trustee would be entitled except for the provisions of this Article shall be paid or delivered by the person making such payment or distribution, whether a trustee in bankruptcy, a receiver, receiver and manager or liquidating trustee or otherwise, directly to the holders of such Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any of such Guarantor Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Guarantor Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all Guarantor Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Guarantor Senior Indebtedness, before any payment or distribution is made to the holders of the Trust Notes - Series 2017-A or to the Trustee under the Guarantee; and

7.1.2.3 in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Credit Supporter of any kind or character, whether in cash, property or securities, in respect of the Guarantee, shall be received by the Trustee or the Holders of any of the Trust Notes - Series 2017-A before all Guarantor Senior Indebtedness is paid in full, or provision made for such payment in money or money’s worth, such payment or distribution in respect of the Guarantee shall be paid over to the holders of such Guarantor Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any such Guarantor Senior Indebtedness may have been issued, ratably as aforesaid, for application to the payment of all Guarantor Senior Indebtedness remaining unpaid until all such Guarantor Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Guarantor Senior Indebtedness.

7.2 Disputes with Holders of Certain Guarantor Senior Indebtedness

Any failure by the Credit Supporter to make any payment on or perform any other obligation under Guarantor Senior Indebtedness, other than any indebtedness incurred by the Credit Supporter or

assumed or guaranteed, directly or indirectly, by the Credit Supporter for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of this Section shall have been waived by the Credit Supporter in the instrument or instruments by which the Credit Supporter incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default or event of default under Section 7.1.2(b) if (a) the Credit Supporter shall be disputing its obligation to make such payment or perform such obligation and (b) either (i) no final judgment relating to such dispute shall have been issued against the Credit Supporter which is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, and (ii) in the event of a judgment that is subject to further review or appeal has been issued, the Credit Supporter shall in good faith be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or review.

7.3 Subrogation

Subject to the payment in full of all Guarantor Senior Indebtedness, the Holders shall be subrogated (equally and ratably with the holders of all obligations of the Credit Supporter which by their express terms are subordinated to Guarantor Senior Indebtedness of the Credit Supporter to the same extent as the Guarantee is subordinated and which are entitled to like rights of subrogation) to the rights of the holders of Guarantor Senior Indebtedness to receive payments or distributions of cash, property or securities of the Credit Supporter applicable to the Guarantor Senior Indebtedness until all amounts owing on the Guarantee shall be paid in full, and as between the Credit Supporter, its creditors other than holders of such Guarantor Senior Indebtedness and the Holders, no such payment or distribution made to the holders of Guarantor Senior Indebtedness by virtue of this Article that otherwise would have been made to the Holders shall be deemed to be a payment by the Credit Supporter on account of such Guarantor Senior Indebtedness, it being understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Guarantor Senior Indebtedness, on the other hand.

7.4 Obligation of Credit Supporter Unconditional

7.4.1 Nothing contained in this Article or elsewhere in this supplemental indenture or in the Guarantee is intended to or shall impair, as among the Credit Supporter, its creditors other than the holders of Guarantor Senior Indebtedness and the Holders, the obligation of the Credit Supporter, which is absolute and unconditional, to pay to the Holders the amounts payable under the Guarantee as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Credit Supporter other than the holders of Guarantor Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law under the Guarantee, subject to the rights, if any, under this Article of the holders of Guarantor Senior Indebtedness in respect of cash, property or securities of the Credit Supporter received upon the exercise of any such remedy.

7.4.2 Upon payment or distribution of assets of the Credit Supporter referred to in this Article, the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Credit Supporter is pending or upon a certificate of the trustee in bankruptcy, receiver, receiver and manager, assignee for the benefit of creditors, liquidating trustee or agent or other person making any payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Guarantor Senior Indebtedness and

other indebtedness of the Credit Supporter, the amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto or to this Article.

7.5 Payments on Guarantee Permitted

Nothing contained in this Article or elsewhere in this supplemental indenture or in the Guarantee shall affect the obligations of the Credit Supporter to make, or prevent the Credit Supporter from making, payment of amounts owing under the Guarantee in accordance with the provisions hereof and thereof, except as otherwise provided in this Article.

7.6 Effectuation of Subordination by Trustee

Each Holder of Trust Notes - Series 2017-A, by his acceptance thereof, authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes.

7.7 Knowledge of Trustee

Notwithstanding the provisions of this Article or any other provisions of this supplemental indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys under the Guarantee to or by the Trustee, or the taking of any other action by the Trustee, unless and until the Trustee shall have received written notice thereof mailed or delivered to the Trustee from the Credit Supporter, any Holder, any paying agent or the holder or representative of any class of Guarantor Senior Indebtedness; provided that if at least three Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within three Business Days prior to or on or after such date.

7.8 Trustee May Hold Guarantor Senior Indebtedness

The Trustee shall be entitled to all the rights set forth in this Article with respect to any Guarantor Senior Indebtedness at the time held by it, to the same extent as any other holder of Guarantor Senior Indebtedness, and nothing in this supplemental indenture shall deprive the Trustee of any of its rights as such holder.

7.9 Rights of Holders of Guarantor Senior Indebtedness Not Impaired

7.9.1 No right of any present or future holder of any Guarantor Senior Indebtedness to enforce the subordination herein shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Credit Supporter or by any noncompliance by the Credit Supporter with the terms, provisions and covenants of this supplemental indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

7.9.2 With respect to the holders of Guarantor Senior Indebtedness, (i) the duties and obligations of the Trustee shall be determined solely by the express provisions of this supplemental indenture, (ii) the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this supplemental indenture, (iii) no implied

covenants or obligations shall be read into this supplemental indenture against the Trustee and (iv) the Trustee shall not be deemed to be a fiduciary as to such holders.

7.10 Article Applicable to Paying Agents

In case at any time any paying agent other than the Trustee shall have been appointed by the Issuer and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context shall require not otherwise) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if such paying agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 7.7 and 7.8 shall not apply to the Issuer if it acts as its own paying agent.

ARTICLE 8

INDENTURE SUPPLEMENTAL TO ORIGINAL INDENTURE

8.1 Indenture Supplemental to Original Indenture

This supplemental indenture is supplemental to the Original Indenture within the meaning of the Original Indenture and the Original Indenture, all indentures supplemental thereto and this supplemental indenture shall, subject to Section 1.9 of the Original Indenture, be read together and have the effect so far as practicable as though all the provisions thereof and hereof were contained in one instrument.

ARTICLE 9

ACCEPTANCE OF TRUSTS BY TRUSTEE

9.1 Acceptance of Trusts by Trustee

The Trustee hereby accepts the trusts and duties declared and provided for in, and as otherwise contemplated by, this supplemental indenture and hereby agrees to perform the same upon the terms and conditions set forth herein and as contemplated hereby and in the Original Indenture, in each case as supplemented or amended from time to time.

ARTICLE 10

MISCELLANEOUS

10.1 Counterparts

This supplemental indenture may be executed in several counterparts, including by facsimile or in electronic form, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the same date as of the date hereof.

10.2 Language of Indenture

The parties hereto have requested that this document, including the Schedules, be drafted in the English language.

IN WITNESS WHEREOF the parties hereto have executed this supplemental indenture under the hands of their proper officers duly authorized in that behalf.

	TRANSCANADA TRUST, by its Administrative Agent, TRANSCANADA PIPELINES LIMITED


	By:
	Name:	Joel E. Hunter
	Title:	Vice-President, Finance and Treasurer

	By:
	Name:	Christine R. Johnston
	Title:	Vice-President, Law and Corporate Secretary


	TRANSCANADA PIPELINES LIMITED


	By:
	Name:	Joel E. Hunter
	Title:	Vice-President, Finance and Treasurer

	By:
	Name:	Christine R. Johnston
	Title:	Vice-President, Law and Corporate Secretary


	CST TRUST COMPANY


	By:
	Name:	Nelia Andrade
	Title:	Authorized Signatory

	By:
	Name:	Monica Bynoe
	Title:	Authorized Signatory

SCHEDULE 2.3

FORM OF REGISTERED TRUST NOTE — SERIES 2017-A

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO TRANSCANADA TRUST (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. EACH PURCHASER AND SUBSEQUENT TRANSFEREE OF THIS TRUST NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE, HOLDING, REDEMPTION OR EXCHANGE HEREOF THAT EITHER (I) IT IS NOT, AND IS NOT ACTING ON BEHALF OF (A) A PLAN THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR AN ENTITY THAT IS DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING (EACH, A “PLAN”), OR (B) A PLAN THAT IS SUBJECT TO FEDERAL, STATE OR OTHER LAWS (“SIMILAR LAWS”) THAT ARE SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND/OR SECTION 4975 OF THE CODE (“SIMILAR LAW PLANS”) OR (II) ITS PURCHASE, HOLDING, REDEMPTION OR EXCHANGE OF THIS TRUST NOTE OR ANY INTEREST HEREIN WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE BECAUSE SUCH PURCHASER, TRANSFEREE AND SUBSEQUENT TRANSFEREE RELIED ON AN AVAILABLE PROHIBITED TRANSACTION EXEMPTION, ALL OF THE CONDITIONS OF WHICH ARE SATISFIED, OR IS NOT IN VIOLATION OF ANY APPLICABLE SIMILAR LAW. EACH PURCHASER AND SUBSEQUENT TRANSFEREE OF THIS TRUST NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE ACKNOWLEDGED BY ITS PURCHASE, HOLDING, REDEMPTION OR EXCHANGE HEREOF THAT NEITHER PLANS NOR SIMILAR LAW PLANS MAY ACQUIRE THIS TRUST NOTE AT ANY TIME THAT THE RATINGS ON THIS TRUST NOTE ARE BELOW INVESTMENT GRADE OR THIS TRUST NOTE HAS BEEN CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR APPLICABLE LOCAL LAW PURPOSES.

No.

TRANSCANADA TRUST

(a trust established under the laws of Ontario)

Trust Notes — Series 2017-A Due ·, 2077

CUSIP: [·]
ISIN: [·]

TRANSCANADA TRUST (the “Issuer”) for value received hereby acknowledges itself indebted and promises to pay to the registered holder hereof (the “Holder”) on ·, 2077 or on such earlier

date as the principal amount hereof may become due in accordance with the provisions of the Indenture hereinafter mentioned, the principal sum of

[·] DOLLARS

$[·]

in lawful money of the United States on presentation and surrender of this Trust Note - Series 2017-A (as defined below) at the principal office of the Trustee in the City of Calgary, Alberta or such other location as it may designate from time to time, and to pay interest on the principal amount hereof from and including the date hereof, or from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment on the outstanding Trust Notes - Series 2017-A, whichever is later, at the rate of ·% per annum, in like money at any one of the said places, in arrears in equal semi-annual payments on · and · in each year (or the next following Business Day (as defined in the Indenture) if such date is not a Business Day to the persons in whose names the Trust Notes - Series 2017-A are registered at the close of business on the preceding · or ·, respectively) from ·, 2017 to, but excluding, ·, 2027. Notwithstanding the foregoing, the initial interest payment payable on ·, 2017, will be $· per $1,000 principal amount of the Trust Notes - Series 2017-A. From ·, 2027 and on every Interest Reset Date (as defined in the Indenture) thereafter until ·, 2077, the interest payable on the Trust Notes - Series 2017-A will be reset as follows: (i) at an interest rate per annum equal to the three-month LIBOR plus ·%, payable quarterly in arrears on ·, ·, · and · of each year to the persons in whose names the Trust Notes - Series 2017-A are registered at the close of business on the preceding ·, ·, · or ·, respectively, with the first payment at such rate being on ·, 2027 and (ii) at an interest rate per annum equal to the three-month LIBOR plus ·%, payable quarterly in arrears on ·, ·, · and ·of each year to the persons in whose names the Trust Notes - Series 2017-A are registered at the close of business on the preceding ·, ·, · or ·, respectively , with the first payment at such rate being on ·, 2047. Subject to Article 5 of the supplemental indenture referred to below, interest as aforesaid shall be payable after as well as before default, with interest on overdue interest, in like money, at the same rates and on the same dates.

This Trust Note - Series 2017-A is one of the Trust Notes - Series 2017-A due ·, 2077 (the “Trust Notes - Series 2017-A”) of the Issuer issued or issuable under the provisions of a trust indenture made as of May 20, 2015 between the Issuer and CST Trust Company, as trustee (the “Trustee”), as supplemented by a third supplemental indenture dated as of ·, 2017 between the Issuer, the Trustee and TransCanada PipeLines Limited, as Credit Supporter (which trust indenture as so supplemented is herein referred to as the “Indenture”). The Trust Notes - Series 2017-A issuable under the Indenture are limited to an aggregate principal amount of up to $·, in lawful money of the United States. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Trust Notes - Series 2017-A are or are to be issued and held and the rights, remedies and obligations of the holders of the Trust Notes - Series 2017-A, of the Issuer and of the Trustee in respect thereof, all to the same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the Holder by acceptance hereof acknowledges and assents.

Subject to the occurrence of a Deferral Event, as interest on this Trust Note- Series 2017-A becomes due, the Issuer (except in the case of payment at maturity, at which time payment of interest may be made upon surrender of this Trust Note- Series 2017-A) shall on each date on which interest becomes due, forward or cause to be forwarded to the Holder, subject to the provisions of the Indenture, a related Deferral Event Subscription Proceeds Assignment and a related Deferral Event Subscription, in the manner provided therein, a cheque by first class mail, postage prepaid or an electronic transfer of funds for such interest. Subject to the provisions of the Indenture, the forwarding of such cheque or effecting of

such transfer shall satisfy and discharge all liability for interest on this Trust Note - Series 2017-A to the extent of the sum represented by such cheque or electronic transfer.

The Trust Notes - Series 2017-A are issuable only as fully registered Trust Notes - Series 2017-A in the denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, the Trust Notes - Series 2017-A of any denomination may be exchanged for an equal aggregate principal amount of the Trust Notes - Series 2017-A in any other authorized denomination or denominations.

The Trust Notes - Series 2017-A are direct obligations of the Issuer but are not secured by any mortgage, pledge, hypothec or other charge.

TransCanada PipeLines Limited has guaranteed the due and punctual payment of the principal amount of and interest on the Trust Notes — Series 2017-A on a subordinated basis in the manner and on the terms set forth in the Indenture.

The indebtedness evidenced by this Trust Note - Series 2017-A and by all other Trust Notes - Series 2017-A now or hereafter certified and delivered under the Indenture is subordinated and subject in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment of all Guarantor Senior Indebtedness (as defined in the Indenture), whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed.

The right is reserved to the Issuer to purchase or redeem the Trust Notes - Series 2017-A for cancellation in accordance with the provisions of the Indenture.

The Trust Notes - Series 2017-A will be automatically exchanged for TCPL Exchange Preferred Shares in the event of an Automatic Exchange Event, in the manner, with the effect and as of the effective time contemplated in the Indenture and the Share Exchange Agreement. The Indenture also provides for a mandatory subscription and purchase of TCPL Deferral Preferred Shares by Holders of Trust Notes - Series 2017-A upon the occurrence of a Deferral Event, by Holders assigning their entitlements to receive interest otherwise payable to them to TCPL in order to pay for such TCPL Deferral Preferred Shares (which interest entitlements are absolutely, irrevocably and unconditionally assigned to TCPL as consideration for such purchases), in each case in the manner, with effect and at the times contemplated in the Indenture and the Assignment and Set-Off Agreement. Holders of the Trust Notes - Series 2017-A acknowledge and, by receipt hereof confirm and assent to, the appointments made, covenants and undertakings given and obligations created on their behalf pursuant to the Share Exchange Agreement and the Assignment and Set-Off Agreement.

The Indenture contains provisions making binding upon all Holders of the Trust Notes - Series 2017-A outstanding thereunder resolutions passed at meetings of Holders of the Trust Notes - Series 2017-A held in accordance with such provisions and instruments signed by the Holders of a specified majority of the Trust Notes - Series 2017-A.

This Trust Note - Series 2017-A may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee or other registrar in the City of Calgary, Alberta by the Holder or such Holder’s executors or administrators or other legal representatives or such Holder’s attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe.

This Trust Note - Series 2017-A shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

This Trust Note - Series 2017-A shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture.

IN WITNESS WHEREOF this Trust Note - Series 2017-A has been duly executed by the Issuer.

DATED as of , 2

	TRANSCANADA TRUST by its Administrative Agent TRANSCANADA PIPELINES LIMITED

	By:
	Name:
	Title:

	By:
	Name:
	Title:

(FORM OF TRUSTEE’S CERTIFICATE)

This Trust Note - Series 2017-A is one of the Trust Notes - Series 2017-A due ·, 2077 referred to in the Indenture within mentioned.

CST TRUST COMPANY, Trustee

By:
	(Authorized Signing Officer)

(FORM OF REGISTRATION PANEL)

(No writing hereon except by Trustee or other Registrar)

Date of Registration	In Whose Name Registered	Trustee or Registrar

(FORM OF CERTIFICATE OF TRANSFER)

CERTIFICATE OF TRANSFER

I or we assign and transfer this Trust Note - Series 2017-A to:

(Print or type assignee’s name, address and postal code)

and irrevocably appoint agent to transfer this Trust Note - Series 2017-A on the books of TransCanada Trust. The agent may substitute another to act for him.

Date:	Your Signature:
		(Sign exactly as your name appears
		on the Trust Notes - Series 2017-A)

	Signature Guarantee:
	(This signature must be guaranteed by Canadian
	Schedule I chartered bank or a member of the Securities
	Transfer Association Medallion Program (STAMP), a
	member of the Stock Exchange Medallion Program
	(SEMP) or a member of the New York Stock Exchange
	Inc. Medallion Signature Program (MSP)).

EX-7.4 13 a2231071zex-7_4.htm EX-7.4

Exhibit 7.4

TRANSCANADA PIPELINES LIMITED

as Issuer

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as Trustee

THIRD SUPPLEMENTAL INDENTURE

PROVIDING FOR THE ISSUE OF UP TO

$· PRINCIPAL AMOUNT OF

TCPL SUB NOTES - SERIES 2017-A DUE ·, 2077

Dated as of ·, 2017

Table of Contents

					Page

ARTICLE 1 INTERPRETATION					2

	1.1	Definitions			2
	1.2	Interpretation Not Affected By Headings, etc.			4
	1.3	Incorporation of Certain Definitions			4
	1.4	Definition of “this Indenture”			4
	1.5	Currency References			4
	1.6	Additional Provisions Relating to the TCPL Sub Notes — Series 2017-A			4

ARTICLE 2 THE TCPL SUB NOTES — SERIES 2017-A					5

	2.1	Limitation on Issue and Designation			5
	2.2	Terms of TCPL Sub Notes — Series 2017-A			5
	2.3	Form of TCPL Sub Notes - Series 2017-A			6
	2.4	Registrar and Transfer Agent, Paying Agent and Calculation Agent			6
	2.5	Rights of Set-Off			7
	2.6	Additional Amounts			7
	2.7	Transfer Restriction			8

ARTICLE 3 REDEMPTION AND PURCHASE FOR CANCELLATION OF THE TCPL SUB NOTES — SERIES 2017-A					8

	3.1	Redemption of TCPL Sub Notes - Series 2017-A at the Option of the Issuer			8
	3.2	Partial Redemption of TCPL Sub Notes - Series 2017-A			8
	3.3	Early Redemption upon a Tax Event			9
	3.4	Early Redemption upon Rating Event			9
	3.5	Notice of Redemption			9
	3.6	Purchase of the TCPL Sub Notes - Series 2017-A for Cancellation			9
	3.7	Cancellation of the TCPL Sub Notes - Series 2017-A			9

ARTICLE 4 INDENTURE SUPPLEMENTAL TO ORIGINAL INDENTURE					10

	4.1	Indenture Supplemental to Original Indenture			10

ARTICLE 5 ACCEPTANCE OF TRUSTS BY TRUSTEE					10

	5.1	Acceptance of Trusts by Trustee			10

ARTICLE 6 MISCELLANEOUS					10

	6.1	Counterparts			10
	6.2	Language of Indenture			10

SCHEDULE

SCHEDULE 2.3			—	Form of Fully Registered TCPL Sub Notes - Series 2017-A

THIS THIRD SUPPLEMENTAL INDENTURE dated as of ·, 2017,

BETWEEN:

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

(hereinafter called the “Issuer” or “TCPL”)

OF THE FIRST PART

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the federal laws of Canada and having an office in the City of Calgary in the Province of Alberta

(hereinafter called the “Trustee”)

OF THE SECOND PART

WHEREAS by a first supplemental indenture to the Original Indenture dated as of May 20, 2015, $750,000,000 aggregate principal amount of subordinated notes of the Issuer, as a Series of TCPL Sub Notes designated as TCPL Sub Notes - Series 2015-A due May 20, 2075, were issued;

WHEREAS by a second supplemental indenture to the Original Indenture dated as of August 11, 2016, $1,200,000,000 aggregate principal amount of subordinated notes of the Issuer, as a Series of TCPL Sub Notes designated as TCPL Sub Notes - Series 2016-A due August 15, 2076, were issued;

WHEREAS the Issuer is desirous of issuing subordinated notes under the provisions of the Original Indenture, and this supplemental indenture, as a Series of TCPL Sub Notes to be designated as TCPL Sub Notes - Series 2017-A due ·, 2077 (the “TCPL Sub Notes - Series 2017-A”);

WHEREAS the Issuer and the Trustee have agreed to supplement the Original Indenture as herein provided;

WHEREAS all necessary action has been taken by the Issuer to make the TCPL Sub Notes - Series 2017-A, when certified by the Trustee and issued as provided in this supplemental indenture, valid, binding and legal obligations of the Issuer with the benefits and subject to the terms of the Original Indenture and to make this supplemental indenture a valid and binding agreement of the Issuer, in accordance with its terms; and

WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and not by the Trustee.

NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby covenanted, agreed and declared as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this supplemental indenture, unless there is something in the subject matter or context inconsistent therewith:

“Additional Amounts” has the meaning ascribed to such term in Section 2.6.2;

“Canadian Taxes” has the meaning ascribed to such term in Section 2.6.2;

“Closing Date” means ·, 2017;

“Excluded Holder” has the meaning ascribed to such term in Section 2.6.2;

“Holders” means the registered holders, from time to time, of the TCPL Sub Notes - Series 2017-A or, where the context requires, all of such holders;

“Interest Payment Date” means, prior to and including ·, 2027, · and · and, starting on ·, 2027, ·, ·, · and ·, of each year during which any TCPL Sub Notes - Series 2017-A are outstanding;

“Interest Reset Date” means ·, 2027 and every ·, ·, · and · of each year during which any TCPL Sub Notes - Series 2017-A are outstanding thereafter until ·, 2077, on which dates the interest rate on the TCPL Sub Notes — Series 2017-A will be reset as described on the Form of Fully Registered TCPL Sub Notes - Series 2017-A attached as Schedule 2.3 hereto;

“Maturity Date” means ·, 2077;

“Moody’s” means Moody’s Investor Service, Inc.;

“Original Indenture” has the meaning ascribed to such term in the first recital to this supplemental indenture;

“Tax Event” means the Trust, TCC or TCPL has received an opinion of independent counsel of a nationally recognized law firm in Canada or the United States experienced in such matters (who may be counsel to the Trust, TCC or TCPL) to the effect that, as a result of, (i) any amendment to, clarification of, or change (including any announced prospective change) in, the laws, or any regulations thereunder, or any application or interpretation thereof, of Canada or the United States or any political subdivision or taxing authority thereof or therein, affecting taxation; (ii) any judicial decision, administrative pronouncement, published or private ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule, notice, announcement, assessment or reassessment) (collectively, an “administrative action”); or (iii) any amendment to, clarification of, or change in, the official position with respect to or the interpretation of any administrative action or any interpretation or pronouncement that provides for a position with respect to such administrative action that differs from the theretofore generally accepted position, in each of case (i), (ii) or (iii), by any legislative body, court, governmental authority or agency, regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification, change, administrative action, interpretation or pronouncement is made known, which amendment, clarification, change or administrative action is effective or which interpretation, pronouncement or administrative action is announced on or after the date of issue of the Trust Notes - Series 2017-A, there is more than an insubstantial risk (assuming any proposed or announced amendment, clarification, change, interpretation, pronouncement or administrative action is effective and applicable) that (A) the Trust, TCC or TCPL is, or may be, subject to more than a de minimus amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Trust Notes - Series 2017-A (including the treatment by the Trust, TCC or TCPL of interest on the TCPL Sub Notes - Series 2017-A or the Trust Notes - Series 2017-A) or the treatment of the TCPL Sub Notes - Series 2017-A or other property of the Trust, as or as would be reflected in any tax return or form filed, to be filed, or otherwise could have been filed, will not be respected by a taxing authority, (B) the Trust is, or will be, subject to more than a de minimus amount of taxes, duties or other governmental charges or civil liabilities, or (C) any payment of interest, consideration or otherwise in respect of the TCPL Sub Notes - Series 2017-A or the Trust Notes - Series 2017-A

gives rise to more than a de minimus amount of withholding tax for the Trust, TCC or TCPL and/or that results in the requirement to pay more than a de minimus amount of Additional Amounts under Section 2.6.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“TCC” means TransCanada Corporation and includes its successors and assigns;

“TCPL” means TransCanada PipeLines Limited and includes its successors and assigns;

“TCPL Sub Notes - Series 2017-A” means the up to $· principal amount of TCPL Sub Notes - Series 2017-A due ·, 2077 issued by the Issuer hereunder;

“Trust” means TransCanada Trust, a trust established under the laws of Ontario, and includes its successors and assigns; and

“Trust Notes - Series 2017-A” means the up to $· principal amount of Trust Notes - Series 2017-A due ·, 2077 issued by the Trust.

Words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine gender and vice versa.

1.2 Interpretation Not Affected By Headings, etc.

1.3 Incorporation of Certain Definitions

1.4 Definition of “this Indenture”

The term “this Indenture”, whenever used herein, means the Original Indenture as supplemented and amended by this supplemental indenture.

1.5 Currency References

All references to dollar ($) amounts shall, unless otherwise expressly indicated herein, be to United States dollars.

1.6 Additional Provisions Relating to the TCPL Sub Notes — Series 2017-A.

For the purposes of this supplemental indenture, and the TCPL Sub Notes — Series 2017-A:

“Business Day” means a day on which TCPL, the Trust, and the Trustee are open for business in the City of Calgary, Alberta, other than a Saturday, Sunday or any statutory or civic holiday in the City of Toronto, Ontario, the City of Calgary, Alberta or the City of New York, New York.

ARTICLE 2

THE TCPL SUB NOTES — SERIES 2017-A

2.1 Limitation on Issue and Designation

The aggregate principal amount of the TCPL Sub Notes - Series 2017-A that may be issued and certified hereunder shall be limited to up to $· principal amount of the TCPL Sub Notes designated as “TCPL Sub Notes - Series 2017-A due ·, 2077”.

2.2 Terms of TCPL Sub Notes — Series 2017-A

2.2.1 The TCPL Sub Notes - Series 2017-A shall be dated as of the Closing Date, regardless of their actual date of issue, and shall mature on the Maturity Date.

2.2.2 Subject to Section 2.2.5 below, from the Closing Date to, but excluding, ·, 2027, the TCPL Sub Notes - Series 2017-A will bear interest at the rate of ·% per annum, payable in arrears in equal semi-annual payments on each Interest Payment Date to the persons in whose names the TCPL Sub Notes - Series 2017-A are registered at the close of business on the preceding · or ·, respectively, with the first payment on ·, 2017. Notwithstanding the foregoing, the initial interest payment payable on •, 2017, will be $· per $1,000 principal amount of the TCPL Sub Notes - Series 2017-A. From ·, 2027 and on every Interest Reset Date thereafter until ·, 2077, the interest rate on the TCPL Sub Notes - Series 2017-A will be reset as follows: (i) at an interest rate per annum equal to the three-month LIBOR plus ·%, payable in arrears on each Interest Payment Date to the persons in whose names the TCPL Sub Notes - Series 2017-A are registered at the close of business on the preceding ·, ·, · or ·, respectively, with the first payment at such rate being on ·, 2027 and (ii) at an interest rate per annum equal to the three-month LIBOR plus ·%, payable in arrears on each Interest Payment Date to the persons in whose names the TCPL Sub Notes - Series 2017-A are registered at the close of business on the preceding ·, ·, · or ·, respectively, with the first payment at such rate being on ·, 2047. Interest as aforesaid shall be payable after as well as before default, with interest on overdue interest, in like money, at the same rates and on the same dates.

2.2.3 Interest for each Interest Period from the Closing Date to, but excluding, ·, 2027, will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest for each Interest Period from ·, 2027 to the Maturity Date will be calculated on the basis of the actual number of days elapsed during each such Interest Period and a 360-day year. For the purposes of disclosure under the Interest Act (Canada), and without affecting the interest payable on the TCPL Sub Notes - Series 2017-A, whenever the interest rate on the TCPL Sub Notes - Series 2017-A is to be calculated on the basis of a period of less than a calendar year, the yearly interest rate equivalent for such interest rate will be the interest rate multiplied by the actual number of days in the relevant calendar year and divided by the number of days used in calculating the specified interest rate.

2.2.5 After the Closing Date, subject to the limit in Section 2.1, the Issuer shall be entitled to issue additional TCPL Sub Notes - Series 2017-A (“TCPL Sub Notes - Series 2017-A”), which shall have identical terms as the TCPL Sub Notes - Series 2017-A issued on the Closing Date, other than with respect to their issue date, issue price and, if applicable, their first interest payment date and interest accrual date.

2.2.6 With respect to any Additional TCPL Sub Notes - Series 2017-A, the Issuer shall set forth in an Officer’s Certificate, which shall be delivered to the Trustee, the following information:

2.2.6.1 the aggregate principal amount of such Additional TCPL Sub Notes - Series 2017-A to be authenticated and delivered pursuant to this Indenture;

2.2.6.2 the issue price and the issue of such Additional TCPL Sub Notes - Series 2017-A; and

2.2.6.3 if applicable, the first interest payment date and interest accrual date of such Additional TCPL Sub Notes - Series 2017-A.

2.3 Form of TCPL Sub Notes - Series 2017-A

2.3.1 The TCPL Sub Notes - Series 2017-A shall be issued only as fully registered TCPL Sub Notes - Series 2017-A in denominations of $1,000 and integral multiples thereof and shall not, unless otherwise determined by the Issuer, be registered in the name of or held by or through any Clearing Agency.

2.3.2 The TCPL Sub Notes - Series 2017-A and the certificate of the Trustee endorsed thereon shall be in the English language (and may be in the French language) and shall be substantially in the form set out in Schedule 2.3 hereto, with such appropriate additions, deletions, substitutions and variations as the Trustee may approve (or as may be required to issue Additional Trust Notes-Series 2017-A pursuant to Section 2.2.5) and shall bear such distinguishing letters and numbers as the Trustee may approve, such approval of the Trustee to be conclusively evidenced by its certification of the TCPL Sub Notes - Series 2017-A. In the event that any provision of the TCPL Sub Notes - Series 2017-A in the French language, if any, shall be susceptible to an interpretation different from the equivalent provision in the English language, the interpretation of such provision in the English language shall be determinative.

2.3.3 The TCPL Sub Notes - Series 2017-A may be engraved, printed or lithographed, or partly in one form and partly in another, as the Issuer may determine.

2.4 Registrar and Transfer Agent, Paying Agent and Calculation Agent

2.4.1 The Issuer hereby appoints the Trustee as the registrar and transfer agent of the TCPL Sub Notes - Series 2017-A and the Trustee hereby accepts such appointment.

2.4.2 The Issuer confirms that the Issuer will itself act as Paying Agent in respect of the TCPL Sub Notes - Series 2017-A and as the calculation agent to determine the amount of floating rate interest payable on the TCPL Sub Notes - Series 2017-A from and after ·, 2027.

2.5 Rights of Set-Off

2.6 Additional Amounts

2.6.1 All payments made by or on account of any obligation of the Issuer under or with respect to the TCPL Sub Notes - Series 2017-A shall be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter, “Canadian Taxes”), or, in the event that a Successor Entity that is organized under the laws of a jurisdiction other than the laws of Canada or any province of territory thereof is substituted for the Issuer pursuant to Article 8 of the Original Indenture, by or on behalf of the government of such successor jurisdiction or any subdivision thereof or by any authority or agency therein or thereof having power to tax.

2.6.2 For so long as the Trust is the holder of TCPL Sub Notes — Series 2017-A, if the Trust is required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Trust Notes - Series 2017-A, the Issuer shall pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary so that the Trust may provide a net amount to each holder of Trust Notes — Series 2017-A (including Additional Amounts) after such withholding or deduction shall not be less than the amount such holder of Trust Notes — Series 2017-A would have received if such Canadian Taxes had not been withheld or deducted; provided, however, that no Additional Amounts shall be payable to the Trust with respect to a payment made to a holder of Trust Notes — Series 2017-A (an “Excluded Holder”) in respect of a beneficial owner of Trust Notes Series 2017-A (i) with which the Trust does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Canadian Taxes by reason of the failure of such holder of Trust Notes — Series 2017-A to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or any portion of the amount paid to such holder of Trust Notes — Series 2017-A is deemed to be a dividend paid to such holder of Trust Notes — Series 2017-A pursuant to subsection 214(16) of the Income Tax Act (Canada), or (iv) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere holding of Trust Notes — Series 2017-A or the receipt of payments thereunder. The Trust shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required under applicable law.

2.6.3 If a holder of Trust Notes — Series 2017-A has received a refund or credit for any Canadian Taxes with respect to which the Issuer has paid Additional Amounts pursuant to this Section 2.6, and such holder has paid over such refund to the Trust, the Trust shall pay over such

refund to the Issuer (but only to the extent of such Additional Amounts), net of all out-of-pocket expenses of such holder, together with any interest paid by the relevant tax authority in respect of such refund.

2.6.4 If Additional Amounts are required to be paid under this Section 2.6 as a result of a Tax Event, the Issuer may elect to redeem outstanding TCPL Sub Notes - Series 2017-A pursuant to Section 3.3.

2.7 Transfer Restriction

Notwithstanding any provision of the Original Indenture, the TCPL Sub Notes - Series 2017-A may not be assigned or transferred by the Holder thereof without the prior consent of the Issuer.

ARTICLE 3

REDEMPTION AND PURCHASE FOR CANCELLATION OF THE TCPL SUB NOTES — SERIES 2017-A

3.1 Redemption of TCPL Sub Notes - Series 2017-A at the Option of the Issuer

On or after •, 2027, the Issuer may, at its option, redeem the TCPL Sub Notes - Series 2017-A in whole at any time or in part from time to time on any Interest Payment Date and on not less than 30 days nor more than 60 days prior notice to the Holders thereof, without the consent of the Holders, at a redemption price per $1,000 principal amount of the TCPL Sub Notes - Series 2017-A equal to par, together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

3.2 Partial Redemption of TCPL Sub Notes - Series 2017-A

3.2.1 If less than all the TCPL Sub Notes — Series 2017-A are to be redeemed pursuant to Section 3.1, the Issuer shall, at least 15 days prior to the date that notice of redemption is given, notify the Trustee by Written Order of the Issuer of its intention to redeem the aggregate principal amount of the TCPL Sub Notes - Series 2017-A to be redeemed. The TCPL Sub Notes - Series 2017-A to be redeemed shall be selected by the Trustee on a pro rata basis, disregarding fractions, according to the principal amount of the TCPL Sub Notes - Series 2017-A registered in the respective names of each Holder, or in such other manner as the Trustee may consider equitable, provided that such selection shall be proportionate (to the nearest minimum authorized denomination for the TCPL Sub Notes - Series 2017-A established pursuant to Section 2.3).

3.2.2 If the TCPL Sub Notes - Series 2017-A in denominations in excess of the minimum authorized denomination for the TCPL Sub Notes - Series 2017-A are selected and called for redemption in part only (such part being that minimum authorized denomination or an integral multiple thereof) then, unless the context otherwise requires, references to the TCPL Sub Notes - Series 2017-A in this Article 3 shall be deemed to include any such part of the principal amount of the TCPL Sub Notes - Series 2017-A which shall have been so selected and called for redemption. The Holder of any TCPL Sub Notes - Series 2017-A called for redemption in part only, upon surrender of such TCPL Sub Notes - Series 2017-A for payment, shall be entitled to receive, without expense to such Holder, new TCPL Sub Notes - Series 2017-A for the unredeemed part of the TCPL Sub Notes - Series 2017-A so surrendered, and the Issuer shall execute and the Trustee shall certify and deliver, at the expense of the Issuer, such new TCPL Sub Notes - Series 2017-A having the same terms as are set out herein upon receipt from the Trustee or the Paying Agent of the TCPL Sub Notes - Series 2017-A so surrendered.

3.3 Early Redemption upon a Tax Event

The Issuer may, at its option, redeem all (but not less than all) of the TCPL Sub Notes - Series 2017-A upon the occurrence of a Tax Event on not less than 30 days nor more than 60 days prior notice to the Holders thereof, without the consent of the Holders. The redemption price per $1,000 principal amount of the TCPL Sub Notes - Series 2017-A shall be equal to par together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

3.4 Early Redemption upon Rating Event

The Issuer may, at its option, redeem all (but not less than all) of the TCPL Sub Notes - Series 2017-A at any time upon or following the occurrence of a Rating Event on not less than 30 days nor more than 60 days prior notice to the Holders thereof, without the consent of the Holders. The redemption price per $1,000 principal amount of the TCPL Sub Notes - Series 2017-A shall be equal to par plus $20 together with accrued and unpaid interest to, but excluding, the date fixed for redemption.

3.5 Notice of Redemption

Notice of any intention to redeem any TCPL Sub Notes - Series 2017-A shall be given by or on behalf of the Issuer to the Holders of the TCPL Sub Notes - Series 2017-A which are to be redeemed, not more than 60 days and not less than 30 days prior to the date fixed for redemption, in the manner provided in the Original Indenture. The notice of redemption shall, unless all the TCPL Sub Notes - Series 2017-A then outstanding are to be redeemed, specify the distinguishing letters and numbers of the TCPL Sub Note - Series 2017-A which are to be redeemed and, if a TCPL Sub Notes - Series 2017-A is to be redeemed in part only, shall specify that part of the principal amount thereof to be redeemed, and shall specify the redemption date, the redemption price and places of payment and shall state that all interest on the TCPL Sub Notes - Series 2017-A called for redemption shall cease from and after such redemption date.

3.6 Purchase of the TCPL Sub Notes - Series 2017-A for Cancellation

3.6.1 The Issuer may, purchase all or any of the TCPL Sub Notes - Series 2017-A in the open market (which may include purchases from or through an investment dealer or a firm holding membership on or that is a participant of a recognized stock exchange) or by invitation for tenders or by private contract and, in each case, at any price.

3.6.2 If, upon an invitation for tenders, more TCPL Sub Notes - Series 2017-A than the Issuer is willing to purchase are tendered at the same lowest price, the TCPL Sub Notes - Series 2017-A to be purchased by the Issuer shall be selected by the Trustee pro rata, or in such other manner as the Trustee may consider equitable in compliance with applicable law, from the TCPL Sub Notes - Series 2017-A tendered by each Holder who tendered at such lowest price. For this purpose, the Trustee may make, and from time to time amend, regulations with respect to the manner in which the TCPL Sub Notes - Series 2017-A may be so selected and regulations so made shall be valid and binding upon all Holders, notwithstanding the fact that, as a result thereof, one or more of such TCPL Sub Notes - Series 2017-A become subject to purchase in part only. The Holder of any TCPL Sub Notes - Series 2017-A of which a part only is purchased, upon surrender of such TCPL Sub Notes - Series 2017-A for payment, shall be entitled to receive, without expense to such Holder, one or more new TCPL Sub Notes - Series 2017-A for the unpurchased part so surrendered and the Trustee shall certify and deliver such new TCPL Sub Notes - Series 2017-A upon receipt of the TCPL Sub Notes - Series 2017-A so surrendered.

3.7 Cancellation of the TCPL Sub Notes - Series 2017-A

All TCPL Sub Notes - Series 2017-A redeemed and all TCPL Sub Notes - Series 2017-A purchased under this Article 3 shall forthwith be delivered to the Trustee and shall be cancelled by it and will not be reissued or resold, and except as provided in subsection 3.6.2, no TCPL Sub Notes - Series 2017-A shall be issued in substitution therefor.

ARTICLE 4

INDENTURE SUPPLEMENTAL TO ORIGINAL INDENTURE

4.1 Indenture Supplemental to Original Indenture

ARTICLE 5

ACCEPTANCE OF TRUSTS BY TRUSTEE

5.1 Acceptance of Trusts by Trustee

ARTICLE 6

MISCELLANEOUS

6.1 Counterparts

6.2 Language of Indenture

The parties hereto have requested that this document, including the Schedules, be drafted in the English language.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF the parties hereto have executed this supplemental indenture under the hands of their proper officers duly authorized in that behalf.

	TRANSCANADA PIPELINES LIMITED


	By:
	Name:		Joel E. Hunter
	Title:		Vice-President, Finance and Treasurer


	By:
	Name:		Christine R. Johnston
	Title:		Vice-President, Law and Corporate Secretary


	COMPUTERSHARE TRUST COMPANY OF CANADA


	By:
	Name:		Beatriz Fedozzi
	Title:		Corporate Trust Officer


	By:
	Name:		Laura Leong
	Title:		Corporate Trust Officer

[Signature page to TCPL Sub Note Supplemental Indenture]

SCHEDULE 2.3

FORM OF REGISTERED TCPL SUB NOTE — SERIES 2017-A

No.

TRANSCANADA PIPELINES LIMITED

(a corporation existing under the Canada Business Corporations Act)

TCPL Sub Notes — Series 2017-A Due ·, 2077

TRANSCANADA PIPELINES LIMITED (the “Issuer”) for value received hereby acknowledges itself indebted and promises to pay to the registered holder hereof (the “Holder”) on ·, 2077 or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture hereinafter mentioned, the principal sum of

[·] DOLLARS

($·)

in lawful money of the United States on presentation and surrender of this TCPL Sub Note - Series 2017-A (as defined below) at the principal office of the Trustee in the City of Calgary, Alberta or such other location as it may designate from time to time, and to pay interest on the principal amount hereof from and including the date hereof, or from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment on the outstanding TCPL Sub Notes - Series 2017-A, whichever is later, at the rate of ·% per annum, in like money at any one of the said places, in arrears in equal semi-annual payments on · and · in each year (or the next following Business Day (as defined in the Indenture) if such date is not a Business Day to the persons in whose names the TCPL Sub Notes - Series 2017 are registered at the close of business on the preceding · or ·, respectively) from ·, 2017 to, but excluding, ·, 2027. Notwithstanding the foregoing, the initial interest payable on ·, 2017, will be $· per $1,000 principal amount of TCPL Sub Notes Series 2017-A. From ·, 2027 and on every Interest Reset Date (as defined in the Indenture) thereafter until ·, 2077, the interest payable on the TCPL Sub Notes - Series 2017-A will be reset as follows: (i) at an interest rate per annum equal the three-month LIBOR plus ·%, payable quarterly in arrears on ·, ·, · and · of each year to the persons in whose names the TCPL Sub Notes - Series 2017-A are registered at the close of business on the preceding ·, ·, · or ·, respectively, with the first payment at such variable rate being on ·, 2027; and (ii) at an interest rate per annum equal to the three month LIBOR plus ·%, payable quarterly in arrears on ·, ·, · and · of each year to the persons in whose names the TCPL Sub Notes - Series 2017-A are registered at the close of business on the preceding ·, ·, · or ·, respectively, with the first payment at such a rate being on ·, 2047.

This TCPL Sub Note - Series 2017-A is one of the TCPL Sub Notes - Series 2017-A due ·, 2077 (the “TCPL Sub Notes - Series 2017-A”) of the Issuer issued or issuable under the provisions of a trust indenture made as of ·, 2017 between the Issuer and Computershare Trust Company of Canada, as trustee (the “Trustee”), as supplemented by a third supplemental indenture dated ·, 2017 between the Issuer and the Trustee (which trust indenture as so supplemented is herein referred to as the “Indenture”). The

TCPL Sub Notes - Series 2017-A issuable under the Indenture are limited to an aggregate principal amount of up to $·, in lawful money of the United States. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the TCPL Sub Notes - Series 2017-A are or are to be issued and held and the rights, remedies and obligations of the holders of the TCPL Sub Notes - Series 2017-A, of the Issuer and of the Trustee in respect thereof, all to the same effect as if the provisions of the Indenture were herein set forth, to all of which provisions the Holder by acceptance hereof acknowledges and assents.

As interest on this TCPL Sub Note- Series 2017-A becomes due, the Issuer (except in the case of payment at maturity, at which time payment of interest may be made upon surrender of this TCPL Sub Note- Series 2017-A) shall on each date on which interest becomes due, forward or cause to be forwarded to the Holder in the manner provided therein, a cheque by first class mail, postage prepaid or an electronic transfer of funds for such interest. Subject to the provisions of the Indenture, the forwarding of such cheque or effecting of such transfer shall satisfy and discharge all liability for interest on this TCPL Sub Note - Series 2017-A to the extent of the sum represented by such cheque or electronic transfer.

The TCPL Sub Notes - Series 2017-A are issuable only as fully registered TCPL Sub Notes - Series 2017-A in the denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, the TCPL Sub Notes - Series 2017-A of any denomination may be exchanged for an equal aggregate principal amount of the TCPL Sub Notes - Series 2017-A in any other authorized denomination or denominations.

The TCPL Sub Notes - Series 2017-A are direct obligations of the Issuer but are not secured by any mortgage, pledge, hypothec or other charge.

The indebtedness evidenced by this TCPL Sub Note - Series 2017-A and by all other TCPL Sub Notes - Series 2017-A now or hereafter certified and delivered under the Indenture is subordinated and subject in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment of all Issuer Senior Indebtedness (as defined in the Indenture), whether outstanding at the date of the Indenture or thereafter created, incurred, assumed or guaranteed.

The right is reserved to the Issuer to purchase or redeem the TCPL Sub Notes - Series 2017-A for cancellation in accordance with the provisions of the Indenture.

The Indenture contains provisions making binding upon all Holders of the TCPL Sub Notes - Series 2017-A outstanding thereunder resolutions passed at meetings of Holders of the TCPL Sub Notes - Series 2017-A held in accordance with such provisions and instruments signed by the Holders of a specified majority of the TCPL Sub Notes - Series 2017-A.

The TCPL Sub Notes - Series 2017-A may not be assigned or transferred by the Holder thereof without the prior consent of the Issuer.

This TCPL Sub Note - Series 2017-A shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

This TCPL Sub Note - Series 2017-A shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture.

IN WITNESS WHEREOF this TCPL Sub Note - Series 2017-A has been duly executed by the Issuer.

DATED as of , 2

	TRANSCANADA PIPELINES LIMITED


	By:
	Name:
	Title:

	By:
	Name:
	Title:

(FORM OF TRUSTEE’S CERTIFICATE)

This TCPL Sub Note - Series 2017-A is one of the TCPL Sub Notes - Series 2017-A due •, 2077 referred to in the Indenture within mentioned.

COMPUTERSHARE TRUST COMPANY OF CANADA, Trustee

By:
(Authorized Signing Officer)

(FORM OF REGISTRATION PANEL)

(No writing hereon except by Trustee or other Registrar)

Date of Registration	In Whose Name Registered	Trustee or Registrar

(FORM OF CONSENT AND CERTIFICATE OF TRANSFER)

CERTIFICATE OF CONSENT AND TRANSFER

TransCanada PipeLines Limited hereby consents to the transfer of TCPL Sub Notes - Series 2017-A set forth below.

	TRANSCANADA PIPELINES LIMITED


	By:
	Name:
	Title:

	By:
	Name:
	Title:

I or we assign and transfer this TCPL Sub Note - Series 2017-A to:


(Print or type assignee’s name, address and postal code)

and irrevocably appoint agent to transfer this TCPL Sub Note - Series 2017-A on the books of TransCanada PipeLines Limited. The agent may substitute another to act for him.

Date:	Your Signature:
		(Sign exactly as your name appears
		on the TCPL Sub Notes - Series 2017-A)

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TRANSCANADA PIPELINE USA LTD.

/s/ CHRISTINE R. JOHNSTON

Christine R. Johnston

Vice-President and Assistant Secretary