OF THE PURCHASED
UNITS OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 4.04
UNREGISTERED SECURITIES.
(A)
INVESTMENT.
THE PURCHASED UNITS ARE BEING ACQUIRED FOR EECI'S OWN
ACCOUNT AND WITH NO INTENTION OF DISTRIBUTING THE PURCHASED UNITS OR ANY PART
THEREOF, AND EECI HAS NO PRESENT INTENTION OF SELLING OR GRANTING ANY
PARTICIPATION IN OR OTHERWISE DISTRIBUTING THE SAME IN ANY TRANSACTION IN
VIOLATION OF THE SECURITIES ACT OR THE SECURITIES OR BLUE SKY LAWS OF ANY OTHER
JURISDICTION.
IF EECI SHOULD IN THE FUTURE DECIDE TO DISPOSE OF ANY OF THE
PURCHASED UNITS, EECI UNDERSTANDS AND HEREBY AGREES THAT IT MAY DO SO ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE SECURITIES AND BLUE SKY LAWS
OF ANY OTHER JURISDICTION, AS THEN IN EFFECT, WHICH MAY
11
INCLUDE A SALE CONTEMPLATED BY ANY REGISTRATION STATEMENT PURSUANT TO WHICH THE
PURCHASED UNITS ARE BEING OFFERED.
(B)
NATURE OF EECI.
EECI REPRESENTS AND WARRANTS TO ENBRIDGE PARTNERS
THAT (I) IT IS AN "ACCREDITED INVESTOR" WITHIN (A) THE MEANING OF RULE 501 OF
REGULATION D PROMULGATED BY THE COMMISSION PURSUANT TO THE SECURITIES ACT AND
(B) THE MEANING OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS AND REGISTRATION
EXEMPTIONS AND (II) BY REASON OF ITS BUSINESS AND FINANCIAL EXPERIENCE IT HAS
SUCH KNOWLEDGE, SOPHISTICATION AND EXPERIENCE IN MAKING SIMILAR INVESTMENTS AND
IN BUSINESS AND FINANCIAL MATTERS GENERALLY SO AS TO BE CAPABLE OF EVALUATING
THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT IN THE PURCHASED UNITS, IS
ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT AND, AT THE PRESENT TIME,
WOULD BE ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
(C)
RECEIPT OF INFORMATION; AUTHORIZATION.
EECI ACKNOWLEDGES THAT IT
HAS (I) HAD ACCESS TO THE ENBRIDGE PARTNERS SEC DOCUMENTS AND THE CONFIDENTIAL
INFORMATION MEMORANDUM AND (II) BEEN PROVIDED A REASONABLE OPPORTUNITY TO ASK
QUESTIONS OF AND RECEIVE ANSWERS FROM REPRESENTATIVES OF ENBRIDGE PARTNERS
REGARDING SUCH MATTERS SUFFICIENT TO ENABLE EECI TO EVALUATE THE RISKS AND
MERITS OF PURCHASING THE PURCHASED UNITS AND CONSUMMATING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(D)
LEGEND.
IT IS UNDERSTOOD THAT ANY CERTIFICATES EVIDENCING THE
PURCHASED UNITS WILL BEAR THE FOLLOWING LEGEND:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT UNDER SUCH ACT WITH RESPECT TO THE SECURITIES
OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT SUCH REGISTRATION
IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.
THESE
SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENBRIDGE ENERGY
PARTNERS, L.P., AS AMENDED, COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP
AT ITS PRINCIPAL EXECUTIVE OFFICE."
ARTICLE V.
MISCELLANEOUS
SECTION 5.01
USE OF PROCEEDS.
ENBRIDGE PARTNERS SHALL USE THE NET
PROCEEDS IT RECEIVES FROM THE SALE OF CLASS A COMMON UNITS (TOGETHER WITH THE
GENERAL PARTNER'S RELATED 2% CAPITAL CONTRIBUTION) TO