EFFECT ON THE PARTNERSHIP'S OPERATIONS AND
FINANCIAL RESULTS AND (C) BEEN PROVIDED A REASONABLE OPPORTUNITY TO ASK
QUESTIONS OF AND RECEIVE ANSWERS FROM REPRESENTATIVES OF THE PARTNERSHIP
REGARDING SUCH MATTERS.
SECTION 4.6
RESTRICTED SECURITIES. SUCH PURCHASER UNDERSTANDS
THAT THE UNITS IT IS PURCHASING ARE CHARACTERIZED AS "RESTRICTED SECURITIES"
UNDER THE FEDERAL SECURITIES LAWS INASMUCH AS THEY ARE BEING ACQUIRED FROM THE
PARTNERSHIP IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING AND THAT UNDER SUCH
LAWS AND APPLICABLE REGULATIONS SUCH SECURITIES MAY BE RESOLD WITHOUT
REGISTRATION UNDER THE SECURITIES ACT ONLY IN CERTAIN LIMITED CIRCUMSTANCES. IN
THIS CONNECTION, SUCH PURCHASER REPRESENTS THAT IT IS KNOWLEDGEABLE WITH RESPECT
TO RULE 144 OF THE COMMISSION PROMULGATED UNDER THE SECURITIES ACT.
SECTION 4.7
CERTAIN FEES. NO FEES OR COMMISSIONS WILL BE
PAYABLE BY SUCH PURCHASER TO BROKERS, FINDERS OR INVESTMENT BANKERS WITH RESPECT
TO THE SALE OF ANY OF THE UNITS OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
14
SECTION 4.8
LEGEND. IT IS UNDERSTOOD THAT THE CERTIFICATES
EVIDENCING THE UNITS INITIALLY WILL BEAR THE FOLLOWING LEGEND: "THESE SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE
SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN
THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO
RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY
SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER
SUCH ACT."
SECTION 4.9
NO SIDE AGREEMENTS. EXCEPT FOR THE CONFIDENTIALITY
AGREEMENTS ENTERED INTO BY AND BETWEEN SUCH PURCHASER AND THE PARTNERSHIP AND
THE REGISTRATION RIGHTS AGREEMENT, THERE ARE NO OTHER AGREEMENTS BY, AMONG OR
BETWEEN THE PARTNERSHIP OR ITS AFFILIATES, ON THE ONE HAND, AND SUCH PURCHASER
OR ITS AFFILIATES, ON THE OTHER HAND, WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY NOR PROMISES OR INDUCEMENTS FOR FUTURE TRANSACTIONS BETWEEN
OR AMONG ANY OF SUCH PARTIES.
ARTICLE V
COVENANTS
SECTION 5.1
SUBSEQUENT OFFERINGS. WITHOUT THE WRITTEN CONSENT
OF THE HOLDERS OF A MAJORITY OF THE UNITS (OTHER THAN THE UNITS HELD BY
TRANSCANADA OR ITS AFFILIATES), TAKEN AS A WHOLE, FROM THE DATE OF THIS
AGREEMENT UNTIL THE LOCK-UP DATE, THE PARTNERSHIP SHALL NOT, AND SHALL CAUSE ITS
DIRECTORS, OFFICERS AND AFFILIATES NOT TO, GRANT, ISSUE OR SELL ANY COMMON UNITS
OR OTHER EQUITY OR VOTING SECURITIES OF THE PARTNERSHIP, ANY SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE THEREFOR OR TAKE ANY OTHER ACTION THAT MAY
RESULT IN THE ISSUANCE OF ANY OF THE FOREGOING, OTHER THAN (I) THE ISSUANCE OR
SALE OF UP TO AN AGGREGATE OF 15 MILLION COMMON UNITS ISSUED OR SOLD IN A
REGISTERED PUBLIC 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 110% OF THE
UNIT PRICE, OR