PROCEEDING FOR SUCH PURPOSE.
(A)
UNITS.
THE NUMBER OF UNITS TO BE ISSUED AND SOLD TO EACH
PURCHASER IS SET FORTH OPPOSITE SUCH PURCHASER'S NAME ON EXHIBIT A HERETO.
THE
UNITS SHALL HAVE THOSE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
GOVERNING THE COMMON UNITS AS SET FORTH IN THE
5
AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, AS AMENDED TO DATE (THE
"PARTNERSHIP AGREEMENT").
(B)
CONSIDERATION. THE AMOUNT PER UNIT EACH PURCHASER WILL PAY
TO THE PARTNERSHIP TO PURCHASE THE UNITS (THE "UNIT PRICE") SHALL BE $34.57.
(C)
FUNDING INTO ESCROW BY PURCHASERS (OTHER THAN TRANSCANADA
PURCHASERS).
EACH PURCHASER (OTHER THAN A TRANSCANADA PURCHASER) SHALL DEPOSIT
ITS COMMITMENT AMOUNT INTO AN ESCROW ACCOUNT AS PROVIDED IN THE ESCROW AGREEMENT
ON THE DATE WHICH IS TWO BUSINESS DAYS PRIOR TO THE CLOSING DATE.
ON THE
CLOSING DATE, UPON RECEIPT OF SATISFACTORY EVIDENCE THAT THE CONDITIONS SET
FORTH IN ARTICLE VI HAVE BEEN SATISFIED, EACH PURCHASER (OTHER THAN A
TRANSCANADA PURCHASER) SHALL DELIVER NOTICE TO THE ESCROW AGENT TO PROMPTLY AND
TIMELY RELEASE THE FUNDS ESCROWED UNDER THE ESCROW AGREEMENT TO THE PARTNERSHIP.
(D)
FUNDING BY TRANSCANADA PURCHASERS.
ON THE CLOSING DATE,
UPON RECEIPT OF SATISFACTORY EVIDENCE THAT THE CONDITIONS SET FORTH IN ARTICLE
VI HAVE BEEN SATISFIED, EACH TRANSCANADA PURCHASER SHALL PAY THE AMOUNT OF ITS
COMMITMENT BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT
DIRECTED BY THE PARTNERSHIP.
SECTION 2.2
CLOSING.
THE EXECUTION AND DELIVERY OF THE BASIC
DOCUMENTS (OTHER THAN THIS AGREEMENT), THE DELIVERY OF CERTIFICATES REPRESENTING
THE UNITS, THE RELEASE OF THE FUNDS ESCROWED UNDER THE ESCROW AGREEMENT TO THE
PARTNERSHIP PURSUANT TO THE TERMS OF THE ESCROW AGREEMENT, THE PAYMENT BY EACH
TRANSCANADA PURCHASER OF ITS COMMITMENT AMOUNT, AND EXECUTION AND DELIVERY OF
ALL OTHER INSTRUMENTS, AGREEMENTS AND OTHER DOCUMENTS REQUIRED BY THIS AGREEMENT
(THE "CLOSING") SHALL TAKE PLACE CONCURRENTLY WITH THE CLOSING OF THE
ACQUISITION ON FEBRUARY 22, 2007 (THE "CLOSING DATE") AT THE OFFICES OF VINSON &
ELKINS L.L.P., 1001 FANNIN STREET, SUITE 2500, HOUSTON, TEXAS 77002.
SECTION 2.3
TERMINATION.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY, IN THE EVENT THAT (I) 100% OF THE PURCHASE PRICE IS NOT RECEIVED BY
THE PARTNERSHIP ON THE PURPORTED CLOSING DATE, OR (II) THE CLOSING HAS NOT
OCCURRED PRIOR TO FEBRUARY 28, 2007, THIS AGREEMENT SHALL AUTOMATICALLY
TERMINATE AND ANY PAYMENTS OF A PURCHASER'S COMMITMENT AMOUNT RECEIVED BY THE
ESCROW AGENT OR THE PARTNERSHIP SHALL BE RETURNED TO SUCH PURCHASER WITHIN ONE
BUSINESS DAY.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP
The Partnership represents and warrants to the Purchasers, on and as of the date
of this Agreement and on and as of the Closing Date, as follows:
SECTION 3.1
PARTNERSHIP SEC DOCUMENTS.
THE PARTNERSHIP HAS
TIMELY FILED WITH THE COMMISSION ALL FORMS, REGISTRATION STATEMENTS, REPORTS,
SCHEDULES AND STATEMENTS REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE ACT OR
THE SECURITIES ACT (ALL SUCH DOCUMENTS AS FILED, COLLECTIVELY, THE "PARTNERSHIP
SEC DOCUMENTS").
THE PARTNERSHIP SEC DOCUMENTS PRIOR TO THE DATE HEREOF, WHEN
THEY WERE FILED, CONFORMED