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TRANSCANADA PIPELINES LIMITED
2.500% Senior Notes due 2031
The Offers (as defined below) will each expire at 5:00 p.m. (Eastern time) on October 8, 2024, unless extended or earlier terminated (such date and time with
respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”). Notes (as defined below) tendered for purchase may be
validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on October 8, 2024, unless extended or earlier terminated (such date and time with respect
to an Offer, as the same may be extended with respect to such Offer, the “Withdrawal Date”), but not thereafter, unless extended by us as described below.
The Offers are being made upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time,
the “Offer to Purchase”) relating to Notes of the series listed below and in the notice of guaranteed delivery attached as Appendix A hereto
(the “Notice of Guaranteed Delivery” and, together with this Offer to Purchase, the “Tender Offer Documents”).
(1) Subject to the satisfaction or waiver by the Company of the conditions of the Offers described in this Offer to Purchase, if the Maximum Purchase is not satisfied with respect to every series of Notes, we will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 7 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase. (2) No representation is made by the Company as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this Offer to Purchase or printed on the Notes. They are provided solely for convenience. (3) For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Total Consideration (as defined below) may be performed to either the maturity date or such par call date, in accordance with standard market convention. See Annex A to this Offer to Purchase for an overview of the calculation of the Total Consideration (including the par call detail). To view copie(s) of the Tender Offers document(s) please click on the link(s) below: Any questions regarding procedures for tendering Notes or requests for additional copies of this Offer to Purchase or the Notice of Guaranteed Delivery should be directed to the Information and Tender Agent. THE INFORMATION AND TENDER AGENT FOR THE OFFERS IS:
If a Holder has questions about any of the Offers or the procedures for tendering Notes, the Holder should contact the Information and Tender Agent or the Lead Dealer Managers at their respective telephone numbers. Requests for documents relating to the Offers, including this Offer to Purchase, should be directed to the Information and Tender Agent. The Lead Dealer Managers for the Offers are:
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