Exhibit 10.2


 




 


 


FORM OF


 





CONTRIBUTION,
ASSIGNMENT AND ASSUMPTION AGREEMENT


 


NISKA
GAS STORAGE PARTNERS LLC


 


Dated as of
                      ,
2010




 
















 


TABLE
OF CONTENTS


 


ARTICLE I



DEFINITIONS


 


ARTICLE II



LEVERAGED DISTRIBUTION


 


	
  Section 2.1

  	
  Canadian
  Distribution

  	
  7

  
	
  Section 2.2

  	
  US
  Distribution

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

   

  CONTRIBUTIONS AND DISTRIBUTIONS ON EFFECTIVE DATE

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Execution
  of LLC Agreement

  	
  7

  
	
  Section 3.2

  	
  US
  Asset Contribution

  	
  7

  
	
  Section 3.3

  	
  Conveyance
  of Company Interests to DutchCo

  	
  8

  
	
  Section 3.4

  	
  Transfer
  of Niska II Interests to DutchCo

  	
  8

  
	
  Section 3.5

  	
  Conveyance
  of Equity to Holdco

  	
  8

  
	
  Section 3.6

  	
  Conveyance
  of Equity to GP ULC

  	
  8

  
	
  Section 3.7

  	
  Conveyance
  of Equity to GP Canada LLC

  	
  8

  
	
  Section 3.8

  	
  Contribution
  of Equity to Niska II Holdings

  	
  8

  
	
  Section 3.9

  	
  Conveyance
  of Equity to Gas Storage Canada GP

  	
  8

  
	
  Section 3.10

  	
  Distribution
  of Equity to Niska II Holdings

  	
  9

  
	
  Section 3.11

  	
  Contribution
  of Niska II Interests to Holdco

  	
  9

  
	
  Section
  3.12

  	
  Contribution
  of Niska II Indebtedness to Niska II

  	
  9

  
	
  Section 3.13

  	
  US
  Contribution to Sponsor Holdings

  	
  9

  
	
  Section 3.14

  	
  Canadian
  Contribution to Sponsor Holdings

  	
  9

  
	
  Section 3.15

  	
  Contribution
  of Manager Contribution Interest to the Manager

  	
  9

  
	
  Section 3.16

  	
  Distribution
  of Equity in Sponsor Holdings to Niska Canada

  	
  9

  
	
  Section 3.17

  	
  Execution
  of Registration Rights Agreement

  	
  9

  
	
  Section 3.18

  	
  Underwriters’
  Cash Contribution

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

   

  DEFERRED ISSUANCE AND DISTRIBUTION

  
	
   

  	
   

  
	
  Section 4.1

  	
  Deferred
  Issuance and Distribution

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

   

  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Effective
  Time

  	
  10

  
	
  Section 5.2

  	
  Further
  Assurances

  	
  10

  



 


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  Section 5.3

  	
  Headings;
  References, Interpretation

  	
  10

  
	
  Section 5.4

  	
  Successors
  and Assigns

  	
  11

  
	
  Section 5.5

  	
  No
  Third Party Rights

  	
  11

  
	
  Section 5.6

  	
  Counterparts

  	
  11

  
	
  Section 5.7

  	
  Applicable
  Law; Forum, Venue and Jurisdiction

  	
  11

  
	
  Section 5.8

  	
  Severability

  	
  12

  
	
  Section 5.9

  	
  Amendment or Modification

  	
  12

  
	
  Section 5.10

  	
  Integration

  	
  12

  
	
  Section 5.11

  	
  Deed; Bill of Sale; Assignment

  	
  12

  



 


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CONTRIBUTION,
ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT
(this “Agreement”), dated as of               ,
2010 is made by and among Niska GS Holdings US, L.P., a Delaware limited partnership
(“Niska US”), Niska Gas Storage Partners LLC, a Delaware limited
liability company (the “Company”), Niska Partners Coöperatief U.A., a coöpertief formed in the Netherlands (“DutchCo”),
Niska II Holdings, L.P., a Delaware limited partnership (“Niska II Holdings”),
Niska HoldCo ULC, an Alberta unlimited liability corporation (“Holdco”),
Niska GP ULC, an Alberta unlimited liability corporation (“GP ULC”),
Niska II GP LLC, a Delaware limited liability company (“GP Canada LLC”),
Niska Gas Storage Canada GP, LLC, a Delaware limited liability company (“Gas
Storage Canada GP”), Niska GS Holdings II, L.P. a Delaware limited
partnership (“Niska II”), Niska Sponsor Holdings Coopertief U.A., a coöpertief formed in the Netherlands (“Sponsor Holdings”),
Niska GS Holdings Canada, L.P., a Delaware limited partnership (“Niska
Canada”),  Niska Gas Storage
Management LLC, a Delaware limited liability company (the “Manager”)
AECO Gas Storage Partnership, an Alberta general partnership (“AECO”),
Niska Gas Storage US LLC (“Gas Storage US”) a Delaware limited liability
company, Niska Gas Storage Canada, ULC (“Gas Storage Canada”) an Alberta
unlimited liability corporation, and Niska Gas Storage Canada, L.P., a Delaware
limited partnership (“NGSC”).  The above-named
entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, the Manager has formed the Company pursuant to the
Delaware Limited Liability Company Act (“Delaware LLC Act”) for the
purposes set forth in the Operating Agreement of the Company, dated as of January 26,
2010 (the “Original LLC Agreement”);


 


WHEREAS, each of the following actions has been
taken prior to the date hereof:


 


1.                                       Carlyle Riverstone Energy Partners III,
L.P., a Delaware limited partnership (“GP3”) has formed the Manager to
which it has contributed US $1,000 in exchange for all of the membership
interests in the Manager;


 


2.                                       The Manager has formed the Company to
which it has contributed US $1,000 in exchange for all of the membership
interests in the Company;


 


3.                                       GP3 and Thomas Walker have collectively
formed Niska US and Niska Canada;


 


4.                                       (i) Niska US has formed Niska US GP
LLC, a Delaware limited liability company, and (ii)  Niska Canada has
formed GP Canada LLC;


 


5.                                       Thomas Walker has withdrawn from Niska
US, and the limited partners of Niska GS Holdings I, L.P., a Delaware limited
partnership (“Niska I”), have received all of the limited partner
interests of Niska US in exchange for the contribution of their Class A, B
and C limited partner interests in Niska I to Niska US;


 


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6.                                       GP3 has received a non-economic (0%)
general partner interest in Niska US in exchange for the contribution of the
general partner interest of Niska I to Niska US GP LLC, a Delaware limited
liability company (“GP US LLC”);


 


7.                                       Thomas Walker has withdrawn from Niska
Canada, and the limited partners of Niska II have received all of the limited
partner interests in Niska Canada in exchange for the contribution of their Class A,
B, and C limited partner interests of Niska II to Niska Canada;


 


8.                                       GP3 has received a non-economic (0%)
general partner interest in Niska Canada in exchange for the contribution of
the general partner interest in Niska II to GP Canada LLC;


 


9.                                       Niska US has formed a Delaware limited
liability company named Niska GS Venture Holdings LLC (“Upper Co-op Holdings”);


 


10.                                 Niska US and Upper Co-op Holdings have
formed Sponsor Holdings to which they have contributed US$999.99 and US$0.01,
respectively, in exchange for 99.999% and 0.001%, respectively, of the
membership interests in Sponsor Holdings;


 


11.                                 The Company has formed Niska Gas Storage
Operations LLC, a Delaware limited liability company (“Lower Co-op Holdings”);


 


12.                                 The Company and Lower Co-Op Holdings have
formed DutchCo to which they have contributed
US$         and
US$        , respectively, in exchange
for       %
and         %, respectively, of the
membership interests in DutchCo;


 


13.                                 DutchCo has formed Holdco to which it has
contributed CN$        in exchange for debt
and equity in Holdco;


 


14.                                 Holdco has formed GP ULC to which it has
contributed CN$        in exchange for all
of the equity in GP ULC;


 


15.                                 Niska Canada and GP Canada LLC have
formed Niska II Holdings to which they have contributed US$999.99 and US$0.01,
respectively, in exchange for a 99.999% limited partner interest in Niska II
Holdings and a .001% general partner interest in Niska II Holdings, respectively;
and


 


16.                                 Sponsor Holdings has paid GP3 US $1000 in
exchange for all of the membership interests in the Manager.


 


WHEREAS, pursuant hereto, each of the following
will occur at the times specified hereinafter:


 


1.                                       AECO will loan Gas Storage Canada an
amount equal to 65% of the Leveraged Distribution; Gas Storage Canada will loan
NGSC an amount equal to 65% of the Leveraged Distribution; NGSC will loan Niska
II an amount equal to 65% of the Leveraged Distribution;  Niska II will use the loan proceeds to repay
a portion of the note owed to Niska II Holdings in an amount equal to 65% of
the Leveraged Distribution; Niska II Holdings will distribute an amount equal
to 65% of the Leveraged Distribution to Niska Canada;


 


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2.                                       Gas Storage US will loan an amount equal
to 35% of the Leveraged Distribution to Niska I;


 


3.                                       Niska I will make a distribution in an
amount equal to 35% of the Leveraged Distribution to Niska US;


 


4.                                       Niska US will transfer its membership
interests in Niska I and GP US LLC to the Company in exchange for (a) 35%
of the Sponsor Common Units, (b) 35% of the Sponsor Subordinated Units, (c) 35%
of the Manager Contribution Interest, (d) 35% of the IDRs, and (e) the
right to receive 35% of the Deferred Issuance and Distribution (collectively,
the “US Consideration”).


 


5.                                       The Company will transfer (a) 65% of
the Sponsor Common Units, (b) 65% of the Sponsor Subordinated Units, (c) 65%
of the Manager Contribution Interest, (d) 65% of the IDRs and (e) the
right to receive 65% of the Deferred Issuance and Distribution to DutchCo
(collectively, the “Canadian Consideration”) in exchange for a
US$         million note with an
interest rate of        %,
a US$         million note with an
interest rate of          % and
equity interests of DutchCo.


 


6.                                       Niska II Holdings will transfer a note in
the amount of            
owed to it by Niska II and 100% of the limited partner interest in Niska II to
DutchCo in exchange for all of the Canadian Consideration other than       Common Units and       Subordinated Units (the “Residual
Units”).


 


7.                                       DutchCo will convey the Residual Units to
Holdco as a capital contribution and Holdco will add the fair market value of
the Residual Units to the stated capital account of Holdco’s issued and
outstanding shares;


 


8.                                       Holdco will convey the Residual Units to
GP ULC as a capital contribution and GP ULC will add the fair market value of
the Residual Units to the stated capital account of GP ULC’s issued and
outstanding shares;


 


9.                                       GP ULC will convey      
Common Units and      
Subordinated Units (a portion of the Residual Units) to GP Canada LLC in
exchange for GP Canada LLC’s general partner interest in Niska II;


 


10.                                 GP Canada LLC will contribute the
Residual Units it received to Niska II Holdings;


 


11.                                 GP ULC will convey     
Common Units and      
Subordinated Units (a portion of the Residual Units) to Gas Storage Canada GP
in exchange for Gas Storage Canada GP’s general partner interest in NGSC;


 


12.                                 Gas Storage Canada GP will distribute the
Residual Units it received to Niska II Holdings;


 


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13.                                 DutchCo will contribute the limited
partner interests in Niska II and Niska II’s
US$         outstanding indebtedness to
Holdco in exchange for Holdco equity with a value of
US$        and indebtedness of
US$         with an interest rate of
      %;


 


14.                                 Holdco will contribute Niska II’s US
$      outstanding indebtedness to Niska II in
exchange for additional limited partner interests in Niska II;


 


15.                                 Niska US and Niska II Holdings will
collectively contribute: (a) the Sponsor Common Units, (b) the
Sponsor Subordinated Units, (c) 100% of the IDRs, (d) 100% of the
right to receive the Deferred Issuance and Distribution and (e) the 2.0%
membership interest, to Sponsor Holdings in exchange for 100% of the equity of
Sponsor Holdings;


 


16.                                 Sponsor Holdings will contribute the
Manager Contribution Interest to the Manager; and


 


17.                                 In connection with the Offering, the
public, through the underwriters, will contribute an amount agreed upon by the
Underwriters and the Company pursuant to the Underwriting Agreement, less the
Underwriters’ Spread in exchange for the Firm Units.


 


WHEREAS, the Company may adjust upward or downward the number
of Firm Units to be offered to the public through the Underwriters.


 


NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:


 


ARTICLE I



DEFINITIONS


 


The following defined terms
will have the meanings given below:


 


“AECO” has the meaning set forth in the opening
paragraph of this Agreement.


 


“Agreement” means this Contribution, Assignment and
Assumption Agreement.


 


“Commission” means the Securities and Exchange
Commission.


 


“Common Unit” means a common unit representing
a member interest in the Company having the rights set forth in the LLC
Agreement.


 


“Company” has the meaning set forth in the
opening paragraph of this Agreement.


 


“Deferred Issuance and Distribution” has the
meaning set forth in the LLC Agreement.


 


“Delaware LLC Act” has the meaning set forth in the
Recitals of this Agreement.


 


“DutchCo” has the meaning set forth in the
opening paragraph of this Agreement.


 


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“Effective Time” means 8:00 a.m.
prevailing Eastern Time on the date of the closing of the Offering.


 


“Firm Units” means the Common Units to be sold
to the Underwriters pursuant to the terms of the Underwriting Agreement, but
does not include any Option Units.


 


“Gas Storage Canada” has the meaning set forth
in the opening paragraph of this Agreement.


 


“Gas Storage Canada GP” has the meaning set
forth in the opening paragraph of this Agreement.


 


“Gas Storage US” has the meaning set forth in
the opening paragraph of this Agreement.


 


“GP3” has the meaning set forth in the Recitals
of this Agreement.


 


“GP Canada LLC” has the meaning set forth in
the opening paragraph of this Agreement.


 


“GP ULC” has the meaning set forth in the
opening paragraph of this Agreement.


 


“GP US LLC” has the meaning set forth in the
Recitals of the Agreement.


 


“Holdco” has the meaning set forth in the
opening paragraph of this Agreement.


 


“IDRs” means the incentive distribution rights
of the Company having the rights set forth in the LLC Agreement.


 


“Leveraged Distribution” means the borrowing by
AECO and Gas Storage US and the distribution, directly or indirectly (and
including by means of inter-company loans), of an amount equal to the proceeds
of the Offering, less the Underwriters’ Spread on the Firm Units, Offering
Expenses, and Retained Cash.


 


“LLC Agreement” means the First Amended and
Restated Operating Agreement of the Company, substantially in the form attached
as Appendix A to the Registration Statement.


 


“Lower Co-op Holdings” has the meaning set
forth in the Recitals of this Agreement.


 


“Manager” has the meaning set forth in the
opening paragraph of this Agreement.


 


“Manager Contribution Interest” means a
membership interest in the Company that, when contributed to the Manager
pursuant to Section 3.15 will be the Managing Member Interest (as defined
in, and having the rights set forth in, the LLC Agreement), which Managing
Member Interest will result in the Manager having a Percentage Interest of 2%
after giving effect to any exercise of the Over-Allotment Option and the
Deferred Issuance and Distribution.


 


“NGSC” has the meaning set forth in the opening
paragraph of this Agreement.


 


“Niska Canada” has the meaning set forth in the
opening paragraph of this Agreement.


 


5














 


“Niska I” has the meaning set forth in the
Recitals of this Agreement.


 


“Niska II” has the meaning set forth in the
opening paragraph of this Agreement.


 


“Niska II Holdings” has the meaning set forth
in the opening paragraph of this Agreement.


 


“Niska US” has the meaning set forth in the
opening paragraph of this Agreement.


 


“Offering” means the initial public offering of the
Company.


 


“Offering Expenses” shall mean the retention by
the Company of $4.0 million to pay estimated expenses incurred by the Company
in connection with the Offering.


 


“Option Units” means the Common Units the Company agrees
to issue upon exercise of the Over-Allotment Option.


 


“Original LLC Agreement” has the meaning set
forth in the Recitals of this Agreement.


 


“Over-Allotment Option” means a number of Common Units
equal to 15% of the Firm Units, which the Company will agree to sell to the
Underwriters, at their option, to cover over-allotments in connection with the
Offering.


 


“Party” or “Parties” has the meaning set forth in
the opening paragraph of this Agreement.


 


“Registration Statement” means the Registration Statement on Form S-1
filed with the Commission (Registration No. 333-165007), as amended.


 


“Residual Units” has the meaning set forth in
the Recitals of this Agreement.


 


“Retained Cash” means $60.0 million of proceeds of the Offering to
be retained by the Company for general company purposes.


 


“Sponsor Common Units” means 16,304,745 Common
Units, provided that if the Company increases the number of Firm Units, the
Sponsor Common Units will be decreased by a number of Common Units equal to
115% (to accommodate the corresponding increase in the number of Option Units
and Deferred Issuance and Distribution) of such increase and if the Company
decreases the number of Common Units offered to the public through the
Underwriters, the Sponsor Common Units will be increased by a number of Common
Units equal to 115% of such decrease.


 


“Sponsor Holdings” has the meaning set forth in
the opening paragraph of this Agreement.


 


“Sponsor Subordinated Units” means 33,804,745
Subordinated Units.


 


“Subordinated Unit” means a subordinated unit
representing a member interest in the Company having the rights set forth in
the LLC Agreement.


 


6

















 


“Underwriters” the underwriting syndicate listed in the
Underwriting Agreement.


 


“Underwriting Agreement” means a firm
commitment underwriting agreement to be entered into between the Company and
the underwriters named in the Registration Statement.


 


“Underwriters’ Spread” shall mean the total
amount of the Underwriters’ discount and structuring fee.


 


“Upper Co-op Holdings” has the meaning set
forth in the Recitals of this Agreement.


 


“US Consideration” has the meaning set forth in
the Recitals of this Agreement.


 


Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the LLC Agreement.


 


ARTICLE
II


 


LEVERAGED
DISTRIBUTION


 


After execution of the Underwriting Agreement, but
prior to the Effective Time, the following borrowings, loans and distributions
shall occur:


 


Section 2.1             Canadian Distribution. 
AECO will borrow an amount equal to 65% of the Leveraged Distribution
under its revolving credit facility and loan such funds to Gas Storage Canada;
Gas Storage Canada will loan such funds to NGSC; NGSC will loan such funds to
Niska II; Niska II use such funds to repay a portion of the note owed to Niska
II Holdings; Niska II Holdings will distribute such funds to Niska Canada.


 


Section 2.2             US Distribution.  Gas Storage US will borrow an amount equal to
35% of the Leveraged Distribution under its revolving credit facility and loan
such amount to Niska I; Niska I will distribute such funds to Niska US.


 


ARTICLE III


 


CONTRIBUTIONS AND DISTRIBUTIONS
ON EFFECTIVE DATE


 


The following shall be
completed immediately following the Effective Time in the order set forth
herein.


 


Section 3.1             Execution of LLC Agreement. 
The Manager shall amend and restate the Original LLC Agreement by
executing the LLC Agreement in substantially the form included as Appendix A to
the Registration Statement, with such changes as are necessary to reflect any
adjustment to the number of Firm Units and Option Units as the Company may
agree with the Underwriters and such other changes as the Company, Niska Canada
and Niska US may agree.


 


Section 3.2             US Asset Contribution. 
Niska US hereby grants, contributes, bargains, conveys, assigns,
transfers, sets over and delivers to the Company, its successors and assigns,
for its and their own use forever, and the Company hereby accepts such grant,
contribution, bargain, 


 


7

















 


conveyance, assignment, transfer, set over and
delivery, all of its interests in Niska I and GP US LLC in exchange for the US
Consideration.


 


Section 3.3             Conveyance of Company Interests
to DutchCo.  The Company hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers the Canadian
Consideration to DutchCo, its successors and assigns, for its and their own use
forever, and DutchCo hereby accepts such grant, contribution, bargain,
conveyance, assignment, transfer, set over and delivery in exchange for a
US$         million note with an
interest rate of       %, US$        
million note with an interest rate of
       % of DutchCo.


 


Section 3.4             Transfer of Niska II Interests to
DutchCo.  Niska II Holdings hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers a note in the
amount of US$         owed to it by
Niska II and 100% of the limited partner interest in Niska II to DutchCo, it
successors and assigns, for its and their own use forever, and DutchCo hereby
accepts such grant, contribution, bargain, conveyance, assignment, transfer,
set over and delivery in exchange for all of the Canadian Consideration other
than the Residual Units.


 


Section 3.5             Conveyance of Equity to Holdco. 
DutchCo hereby grants, contributes, bargains, conveys, assigns,
transfers, sets over and delivers the Residual Units to Holdco, its successors
and assigns, for its and their own use forever, and Holdco hereby accepts such
grant, contribution, bargain, conveyance, assignment, transfer, set over and
delivery as a capital contribution, and Holdco will add the fair market value
of the Residual Units to the stated capital account of Holdco’s issued and
outstanding shares.


 


Section 3.6             Conveyance of Equity to GP ULC. 
Holdco hereby grants, contributes, bargains, conveys, assigns,
transfers, sets over and delivers the Residual Units to GP ULC, its successors
and assigns, for its and their own use forever, and GP ULC hereby accepts such
grant, contribution, bargain, conveyance, assignment, transfer, set over and
delivery as a capital contribution, and GP ULC will add the fair market value
of the Residual Units to the stated capital account of GP ULC’s issued and
outstanding shares.


 


Section 3.7             Conveyance of Equity to GP Canada
LLC.  GP ULC hereby grants, contributes, bargains,
conveys, assigns, transfers, sets over and delivers      
Common Units and      
Subordinated Units to GP Canada LLC, its successors and assigns, for its and
their own use forever and GP Canada LLC hereby accepts such grant,
contribution, bargain, conveyance, assignment, transfer, set over and delivery
in exchange for GP Canada LLC’s 0.001% general partner interest in Niska II.


 


Section 3.8             Contribution of Equity to Niska
II Holdings.  GP Canada LLC hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers       Common Units and       Subordinated Units to Niska
II Holdings, its successors and assigns, for its and their own use forever, and
Niska II Holdings hereby accepts such grant, contribution, bargain, conveyance,
assignment, transfer, set over and delivery.


 


Section 3.9             Conveyance of Equity to Gas
Storage Canada GP.  GP ULC hereby grants, contributes, bargains,
conveys, assigns, transfers, sets over and delivers      
Common Units and      
Subordinated Units to Gas Storage Canada GP, its successors and assigns, for
its 


 


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and their own use forever in exchange for Gas Storage
Canada GP’s 0.001% general partner interest in NGSC.


 


Section 3.10           Distribution of Equity to Niska
II Holdings.  Gas Storage Canada GP hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers       Common Units and       Subordinated Units to Niska
II Holdings, its successors and assigns, for its and their own use forever.


 


Section 3.11           Contribution of Niska II
Interests to Holdco.  DutchCo hereby grants, contributes, bargains,
conveys, assigns, transfers, sets over and delivers the note in the amount of $                 
owed to it by Niska II and 100% of the limited partner interest in Niska II to
Holdco, its successors and assigns, for its and their own use forever, and
Holdco hereby accepts such grant, contribution, bargain, conveyance,
assignment, transfer, set over and delivery in exchange for Holdco equity with
a value of US$         and indebtedness
of US$         with an interest rate of
     %.


 


Section 3.12           Contribution of
Niska II Indebtedness to Niska II.  Holdco hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and
delivers the note of Niska II in the amount
of $                 
to Niska II and Niska II hereby accepts such grant, contribution, bargain,
conveyance, assignment, transfer, set over and delivery of such note and issues
to Holdco limited partner interests in Niska II in exchange for such note.


 


Section 3.13           US Contribution to Sponsor
Holdings.  Niska US hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers the US
Consideration to Sponsor Holdings, its successors and assigns, for its and
their own use forever in exchange for 35% of the equity interests in Sponsor
Holdings.


 


Section 3.14           Canadian Contribution to Sponsor
Holdings.  Niska II Holdings hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers the Canadian
Consideration to Sponsor Holdings, its successors and assigns, for its and
their own use forever in exchange for 65% of the equity interests in Sponsor
Holdings.


 


Section 3.15           Contribution of Manager
Contribution Interest to the Manager.  Sponsor
Holdings hereby grants, contributes, bargains, conveys, assigns, transfers,
sets over and delivers the Manager Contribution Interest to the Manager, its
successors and assigns, for its and their own use forever.


 


Section 3.16           Distribution of Equity in Sponsor
Holdings to Niska Canada.  Niska II Holdings hereby
distributes its      %
equity interest in Sponsor Holdings to Niska Canada as a return of Niska
Canada’s capital.


 


Section 3.17           Execution of Registration Rights
Agreement.  Sponsor Holdings and the Company shall
execute the registration rights agreement, in substantially the form attached
as Exhibit 10.7 to the Registration Statement, pursuant to which the
Company shall agree to register with the Commission certain equity interests in
the Company in accordance with the terms provided therein.


 


Section 3.18           Underwriters’ Cash Contribution. 
The Parties acknowledge that the Company is undertaking the Offering,
and the Underwriters will, pursuant to the Underwriting Agreement, agree to
make a capital contribution to the Company of an amount determined pursuant to
the terms of the Underwriting Agreement in exchange for the issuance by the
Partnership to the Underwriters of the Firm Units.


 


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ARTICLE IV


 


DEFERRED ISSUANCE AND
DISTRIBUTION


 


Section 4.1             Deferred Issuance and
Distribution.  Upon the earlier to occur of the expiration
of the Over-Allotment Option period or the exercise in full of the
Over-Allotment Option, the Company shall issue to Sponsor Holdings a number of
additional Common Units that is equal to the excess, if any, of (x) the total
number of Option Units over (y) the aggregate number of Common Units, if
any, actually purchased by and issued to the Underwriters pursuant to the
exercise(s) of the Over-Allotment Option. 
Upon each exercise of the Over-Allotment Option, the Company shall distribute
to Sponsor Holdings an amount of cash equal to the net proceeds (after
underwriting discounts) of each such exercise.


 


ARTICLE V


 


MISCELLANEOUS PROVISIONS


 


Section 5.1             Effective Time. 
Notwithstanding anything contained in this Agreement to the contrary,
the provisions of Article II, Article III, Article IV and
Section 5.2 shall not be binding or have any effect until the Company
executes the Underwriting Agreement, at which time all such provisions shall be
effective and operative without further action by any Party hereto.


 


Section 5.2             Further Assurances.  From time to time, and without any further
consideration, the Parties agree to execute, acknowledge and deliver all such
additional deeds, assignment, bills of sale, conveyances, instruments, notices,
releases, acquittances and other documents, and to do all such other acts and
things, all in accordance with applicable law, as may be necessary or
appropriate (a) more fully to assure that the applicable Parties own all
of the properties, rights, titles, interests, estates, remedies, powers and
privileges granted by this Agreement, or which are intended to be so granted,
(b) more full and effectively to vest in the applicable Parties and their
respective successors and assigns beneficial and record title to the interests
contributed and assigned by this Agreement or intended to be so and
(c) more fully and effectively to carry out the purposes and intend of
this Agreement.


 


Section 5.3             Headings; References,
Interpretation.  All Article and Section headings in
this Agreement are for convenience only and shall not be deemed to control or
affect the meaning or construction of any of the provisions hereof. The words
“hereof,” “herein” and “hereunder” and words of similar import, when used in
this Agreement, shall refer to this Agreement as a whole, including, without
limitation, all Schedules and Exhibits attached hereto, and not to any
particular provision of this Agreement. All references herein to Articles,
Sections, Schedules and Exhibits shall, unless the context requires a different
construction, be deemed to be references to the Articles and Sections of this
Agreement and the Schedules and Exhibits attached hereto, and all such
Schedules and Exhibits attached hereto are hereby incorporated herein and made
a part hereof for all purposes. All personal pronouns used in this Agreement,
whether used in the masculine, feminine or neuter gender, shall include all
other genders, and the singular shall include the plural and vice versa. The
use herein of the word “including” following any general statement, term or
matter shall not be construed to limit such statement, term or 


 


10

















 


matter to the specific items or matters set forth
immediately following such word or to similar items or matters, whether or not
non-limiting language (such as “without limitation,” “but not limited to” or
words of similar import) is used with reference thereto, but rather shall be
deemed to refer to all other items or matters that could reasonably fall within
the broadest possible scope of such general statement, term or matter.


 


Section 5.4             Successors and Assigns. 
This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective successors and assigns.


 


Section 5.5             No Third Party Rights. 
The provisions of this Agreement are intended to bind the Parties as to
each other and are not intended to and do not create rights in any other person
or confer upon any other person any benefits, rights or remedies, and no person
is or is intended to be a third party beneficiary of any of the provisions of
this Agreement.


 


Section 5.6             Counterparts. 
This Agreement may be executed in any number of counterparts with the
same effect as if all signatory Parties had signed the same document. All
counterparts shall be construed together and shall constitute one and the same
instrument.  The delivery of an executed
counterpart copy of this Agreement by facsimile or electronic transmission in
PDF format shall be deemed to be the equivalent of the delivery of originally
executed copy thereof.


 


Section 5.7             Applicable Law; Forum, Venue and
Jurisdiction.


 


(a)           This Agreement shall be construed in accordance with and
governed by the laws of the State of Delaware, without regard to the principles
of conflicts of law.


 


(b)           Each
of the Parties:


 


(i)            irrevocably agrees that any claims,
suits, actions or proceedings arising out of or relating in any way to this
Agreement shall be exclusively brought in the Court of Chancery of the State of
Delaware;


 


(ii)           irrevocably submits to the exclusive
jurisdiction of the Court of Chancery of the State of Delaware in connection
with any such claim, suit, action or proceeding;


 


(iii)          agrees not to, and waives any right
to, assert in any such claim, suit, action or proceeding that (A) it is
not personally subject to the jurisdiction of the Court of Chancery of the
State of Delaware or of any other court to which proceedings in the Court of
Chancery of the State of Delaware may be appealed, (B) such claim, suit,
action or proceeding is brought in an inconvenient forum, or (C) the venue
of such claim, suit, action or proceeding is improper;


 


(iv)          expressly waives any requirement for
the posting of a bond by a party bringing such claim, suit, action or proceeding;


 


(v)           consents to process being served in
any such claim, suit, action or proceeding by mailing, certified mail, return
receipt requested, a copy thereof to such 


 


11

















 


party at the address in effect
for notices hereunder, and agrees that such services shall constitute good and
sufficient service of process and notice thereof; provided, nothing in clause
(v) hereof shall affect or limit any right to serve process in any other
manner permitted by law.


 


Section 5.8             Severability. If any of the provisions of this
Agreement are held by any court of competent jurisdiction to contravene, or to
be invalid under, the laws of any political body having jurisdiction over the
subject matter hereof, such contravention or invalidity shall not invalidate
the entire Agreement. Instead, this Agreement shall be construed as if it did
not contain the particular provisions or provisions held to be invalid and an
equitable adjustment shall be made and necessary provision added so as to give
effect to the intention of the Parties as expressed in this Agreement at the
time of execution of this Agreement.


 


Section 5.9             Amendment
or Modification.
This Agreement may be amended or modified from time to time only by the written
agreement of all the Parties. Each such instrument shall be reduced to writing
and shall be designated on its face as an amendment to this Agreement.


 


Section 5.10           Integration. This Agreement and the instruments
referenced herein supersede all previous understandings or agreements among the
Parties, whether oral or written, with respect to the subject matter of this
Agreement and such instruments. This Agreement and such instruments contain the
entire understanding of the Parties with respect to the subject matter hereof
and thereof. No understanding, representation, promise or agreement, whether
oral or written, is intended to be or shall be included in or form part of this
Agreement unless it is contained in a written amendment hereto executed by the
Parties after the date of this Agreement.


 


Section 5.11           Deed;
Bill of Sale; Assignment. To the extent required and permitted by applicable law, this
Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the
assets and interests referenced herein.


 


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IN WITNESS WHEREOF, the parties to this Agreement have caused it to be
duly executed as of the date first above written.


 


	
   

  	
  Niska
  GS Holdings US, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Niska
  Gas Storage Partners LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Niska
  Partners Coöpertief U.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Niska
  II Holdings, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Niska
  Holdco ULC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Signature Pages to Contribution,
Assignment and Assumption Agreement


 

















 


	
   

  	
  Niska
  GP ULC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Niska
  II GP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Niska
  Gas Storage Canada GP, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Niska
  GS Holdings II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Niska
  Sponsor Holdings Coöpertief, U.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Signature Pages to Contribution,
Assignment and Assumption Agreement


 

















 


	
   

  	
  Niska
  GS Holdings Canada, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Niska
  Gas Storage Management LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AECO
  Gas Storage Partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Niska
  Gas Storage US LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Niska
  Gas Storage Canada, ULC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Signature Pages to Contribution,
Assignment and Assumption Agreement


 

















 


	
   

  	
  Niska
  Gas Storage Canada, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Signature Pages to Contribution,
Assignment and Assumption Agreement