IN A PRIVATE OFFERING TO FINANCE FUTURE ACQUISITIONS THAT ARE
ACCRETIVE TO CASH FLOW PER COMMON UNIT (OR THE REPAYMENT OF INDEBTEDNESS
INCURRED IN CONNECTION WITH SUCH ACCRETIVE ACQUISITIONS) AT A PRICE NO LESS THAN
105% OF THE UNIT PRICE, (II) THE ISSUANCE OF UP TO 5 MILLION COMMON UNITS AS
PURCHASE PRICE CONSIDERATION IN CONNECTION WITH FUTURE ACQUISITIONS THAT ARE
ACCRETIVE TO CASH FLOW PER COMMON UNIT, AND (III) THE SALE OF RESTRICTED COMMON
UNITS OR GENERAL PARTNER INTERESTS TO TRANSCANADA OR ITS AFFILIATES AT THE UNIT
PRICE; PROVIDED, HOWEVER, THAT ANY RECIPIENT OF COMMON UNITS ISSUED OR SOLD IN
RELIANCE ON THIS SECTION 5.1 (OTHER THAN IN A REGISTERED PUBLIC OFFERING) SHALL
AGREE IN WRITING TO BE BOUND BY SECTION 5.2 BELOW AS IF SUCH RECIPIENT WAS A
PURCHASER.
NOTWITHSTANDING THE FOREGOING, THE PARTNERSHIP SHALL NOT, AND SHALL
CAUSE ITS DIRECTORS, OFFICERS AND AFFILIATES NOT TO, SELL, OFFER FOR SALE OR
SOLICIT OFFERS TO BUY ANY SECURITY (AS DEFINED IN THE SECURITIES ACT) THAT WOULD
BE INTEGRATED WITH THE SALE OF THE UNITS IN A MANNER THAT WOULD REQUIRE THE
REGISTRATION UNDER THE SECURITIES ACT OF THE SALE OF THE UNITS TO THE
PURCHASERS.
SECTION 5.2
PURCHASER LOCK-UP. WITHOUT THE PRIOR WRITTEN
CONSENT OF THE PARTNERSHIP, EACH PURCHASER AGREES THAT FROM AND AFTER THE
CLOSING IT WILL NOT SELL ANY OF ITS UNITS PRIOR TO THE LOCK-UP DATE; PROVIDED,
HOWEVER, THAT EACH PURCHASER MAY (I) ENTER INTO ONE OR MORE TOTAL RETURN SWAPS
OR SIMILAR TRANSACTIONS AT ANY TIME WITH RESPECT TO THE UNITS PURCHASED BY SUCH
PURCHASER, OR (II) TRANSFER ITS UNITS TO AN AFFILIATE OF SUCH PURCHASER OR
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TO ANY OTHER PURCHASER OR AN AFFILIATE OF SUCH OTHER PURCHASER PROVIDED THAT
SUCH PURCHASER OR AFFILIATE AGREES TO THE RESTRICTIONS IN THIS SECTION 5.2.
SECTION 5.3
TAKING OF NECESSARY ACTION. EACH OF THE PARTIES
HERETO SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS PROMPTLY TO TAKE OR CAUSE
TO BE TAKEN ALL ACTION AND PROMPTLY TO DO OR CAUSE TO BE DONE ALL THINGS
NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE LAW AND REGULATIONS TO
CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
WITHOUT LIMITING THE FOREGOING, THE PARTNERSHIP AND EACH PURCHASER WILL, AND THE
PARTNERSHIP SHALL CAUSE EACH OF ITS SUBSIDIARIES TO, USE ITS COMMERCIALLY
REASONABLE EFFORTS TO MAKE ALL FILINGS AND OBTAIN ALL CONSENTS OF GOVERNMENTAL
AUTHORITIES THAT MAY BE NECESSARY OR, IN THE REASONABLE OPINION OF THE
PURCHASERS OR THE PARTNERSHIP, AS THE CASE MAY BE, ADVISABLE FOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE OTHER BASIC
DOCUMENTS AND THE ACQUISITION AGREEMENT.
SECTION 5.4
NON-DISCLOSURE; INTERIM PUBLIC FILINGS. THE
PARTNERSHIP SHALL, ON OR BEFORE 8:30 A.M., NEW YORK TIME, ON THE FIRST BUSINESS
DAY FOLLOWING EXECUTION OF THIS AGREEMENT, ISSUE A PRESS RELEASE REASONABLY
ACCEPTABLE TO THE PURCHASERS DISCLOSING THE TRANSACTIONS CONTEMPLATED HEREBY.
BEFORE 8:30 A.M., NEW YORK TIME, ON THE SECOND BUSINESS DAY FOLLOWING THE
CLOSING DATE, THE PARTNERSHIP SHALL FILE A CURRENT REPORT ON FORM 8-K WITH THE