EXHIBIT
10.1


 


EXECUTION
VERSION


 




 





 


 


CONTRIBUTION,
ASSIGNMENT AND ASSUMPTION AGREEMENT


 


NISKA
GAS STORAGE PARTNERS LLC


 


Dated
as of May 7, 2010


 


 




 





 

















 


TABLE
OF CONTENTS


 


ARTICLE I




DEFINITIONS


 


	
  Section 1.1

  	
  Definitions

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE II



  CANADIAN RESTRUCTURING

  	
   

  
	
   

  	
   

  
	
  Section 2.1

  	
  Purchase
  of Niska II Interest

  	
  9

  
	
  Section 2.2

  	
  Assumption
  of Note A-1

  	
  9

  
	
  Section 2.3

  	
  Cancellation
  of Note B

  	
  9

  
	
  Section 2.4

  	
  Contribution
  of Note A-1 and Note A-2 to Niska II Holdings

  	
  9

  
	
  Section 2.5

  	
  Distribution
  of the Gas Storage Canada GP Interests

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE III



  LEVERAGED DISTRIBUTION

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Canadian
  Distribution

  	
  10

  
	
  Section 3.2

  	
  US
  Distribution

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV



  CONTRIBUTIONS AND DISTRIBUTIONS
  ON EFFECTIVE DATE

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Execution
  of LLC Agreement

  	
  10

  
	
  Section 4.2

  	
  US
  Asset Contribution

  	
  10

  
	
  Section 4.3

  	
  Conveyance
  of Company Interests to DutchCo

  	
  10

  
	
  Section 4.4

  	
  Transfer
  of Niska II Interests to DutchCo

  	
  11

  
	
  Section 4.5

  	
  Conveyance
  of Equity to Holdco

  	
  11

  
	
  Section 4.6

  	
  Conveyance
  of Equity to GP ULC

  	
  11

  
	
  Section 4.7

  	
  Conveyance
  of Equity to GP Canada LLC

  	
  11

  
	
  Section 4.8

  	
  Contribution
  of Equity to Niska II Holdings

  	
  11

  
	
  Section 4.9

  	
  Conveyance
  of Equity to Gas Storage Canada GP

  	
  11

  
	
  Section 4.10

  	
  Distribution
  of Equity to Niska II Holdings

  	
  11

  
	
  Section 4.11

  	
  Contribution
  of Niska II Interest to Holdco

  	
  11

  
	
  Section 4.12

  	
  Contribution
  of Niska II Indebtedness to Niska II

  	
  12

  
	
  Section 4.13

  	
  US
  Contribution and Canadian Contribution to Sponsor Holdings

  	
  12

  
	
  Section 4.14

  	
  Contribution
  of Manager Contribution Interest to the Manager

  	
  12

  
	
  Section 4.15

  	
  Distribution
  of Equity in Sponsor Holdings to Niska Canada

  	
  12

  
	
  Section 4.16

  	
  Execution
  of Registration Rights Agreement

  	
  12

  
	
  Section 4.17

  	
  Underwriters’
  Cash Contribution

  	
  12

  



 


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  ARTICLE V



  DEFERRED ISSUANCE AND
  DISTRIBUTION

  	
   

  
	
   

  	
   

  
	
  Section 5.1

  	
  Deferred
  Issuance and Distribution

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI



  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  
	
  Section 6.1

  	
  Effective
  Time

  	
  13

  
	
  Section 6.2

  	
  Further
  Assurances

  	
  13

  
	
  Section 6.3

  	
  Headings;
  References, Interpretation

  	
  13

  
	
  Section 6.4

  	
  Successors
  and Assigns

  	
  14

  
	
  Section 6.5

  	
  No
  Third Party Rights

  	
  14

  
	
  Section 6.6

  	
  Counterparts

  	
  14

  
	
  Section 6.7

  	
  Applicable
  Law; Forum, Venue and Jurisdiction

  	
  14

  
	
  Section 6.8

  	
  Severability

  	
  15

  
	
  Section 6.9

  	
  Amendment or Modification

  	
  15

  
	
  Section 6.10

  	
  Integration

  	
  15

  
	
  Section 6.11

  	
  Deed; Bill of Sale; Assignment

  	
  15

  



 


ii

















 


CONTRIBUTION,
ASSIGNMENT AND ASSUMPTION AGREEMENT


 


This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT
(this “Agreement”), dated as of May 7, 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 coöperatief
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 GS Holdings I, L.P, a Delaware limited partnership (“Niska I”),
Niska Sponsor Holdings Coöperatief U.A., a coöperatief
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, a
Delaware limited liability company (“Gas Storage US”), Niska Gas Storage Canada
ULC, an Alberta unlimited liability corporation (“Gas Storage Canada”), 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 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 I have received all of the limited
partner interests in Niska US in exchange for the contribution of their limited
partner interests in Niska I to Niska US;


 

















 


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
limited partner interests in 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$990 and US$10,
respectively, in exchange for 99% and 1%, 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$990 and US$10, respectively,
in exchange for 99% and 1%, respectively, of the membership interests in
DutchCo;


 


13.           DutchCo has formed Holdco to which it has
contributed CN$100 in exchange for debt and equity in(1) Holdco;


 


14.           Holdco has formed GP ULC to which it has
contributed CN$100 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 0.001% general partner interest in Niska II Holdings,
respectively; and


 


16.           Sponsor Holdings has paid GP3 US $1,000
in exchange for all of the membership interests in the Manager.


 






(1)       To be a ratio of 2:1.


 


2

















 


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


 


1.             Niska Canada will transfer the 99.999%
limited partner interest in Niska II to Niska II Holdings in exchange for a
US$540,000,000 note with an initial interest rate of 11.219% (“Note A-1”)
and a note in an amount equal to the difference between the Series A
Principal Amount and US$540,000,000 with an initial interest rate of 11.219% (“Note
A-2”);


 


2.             Niska II will assume Note A-1 and Note
A-2, and the obligations of Niska II Holdings thereunder, in exchange for a
note in an amount equal to the Series A Principal Amount with an initial
interest rate of 11.219% (“Note B”);


 


3.             Niska II will distribute Note B to Niska
II Holdings as a return of capital and Note B will be cancelled;


 


4.             Niska Canada will contribute Note A-1 and
Note A-2 to Niska II Holdings as a capital contribution and Niska II will
distribute its limited liability company interests in Gas Storage Canada GP to
Niska II Holdings;


 


5.             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 principal on Note A-2 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; Niska Canada will distribute
an amount equal to 65% of the Leveraged Distribution to its limited partners in
accordance with the terms of the Second Amended & Restated Limited
Partnership Agreement of Niska Canada, dated March 4, 2010 (the “Niska
Canada Agreement”);


 


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


 


7.             Niska I will make a distribution in an
amount equal to 35% of the Leveraged Distribution to Niska US; Niska US will
distribute an amount equal to 35% of the Leveraged Distribution to its limited
partners in accordance with the terms of the First Amended & Restated
Limited Partnership Agreement of Niska US, dated March 4, 2010 (the “Niska
US Agreement”);


 


8.             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”);


 


3

















 


9.             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$540,000,000 note with an initial interest rate of 9.9222% (“Note 1”),
a note in an amount equal to 85% of the difference between the value of the
Canadian Consideration and US$540,000,000 with an initial interest rate of
11.0441% (“Note 2”) and equity interests of DutchCo with a value equal
to 15% of the difference between the value of the Canadian Consideration and
US$540,000,000;


 


10.           Niska II Holdings will transfer Note A-1
and Note A-2, each owed to it by Niska II, and the 99.999% limited partner
interest in Niska II to DutchCo in exchange for all of the Canadian
Consideration other than 10 Common Units and 10 Subordinated Units (the “Residual
Units”);


 


11.           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;


 


12.           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;


 


13.           GP ULC will convey 5 Common Units and 5
Subordinated Units (a portion of the Residual Units) to GP Canada LLC in
exchange for GP Canada LLC’s 0.001% general partner interest in Niska II;


 


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


 


15.           GP ULC will convey 5 Common Units and 5
Subordinated Units (a portion of the Residual Units) to Gas Storage Canada GP
in exchange for Gas Storage Canada GP’s 0.001% general partner interest in
NGSC;


 


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


 


17.           DutchCo will sell Note A-1 to Holdco in
exchange for a US$540,000,000 note with an initial interest rate of 11.219% (“Note
C”) and will contribute the limited partner interests in Niska II and Note
A-2 to Holdco in exchange for Holdco equity with a value equal to the
difference between the sum of the Series A Principal Amount plus the value
of the 99.999% limited partner interest in Niska II and the sum of
US$540,000,000 plus 65% of the Leveraged Distribution;


 


18.           Holdco will contribute Note A-1 and Note
A-2 to Niska II in exchange for additional limited partner interests in Niska
II;


 


4

















 


19.           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%(2) of the
equity of Sponsor Holdings;


 


20.           Niska II Holdings will distribute its
equity interest in Sponsor Holdings to Niska Canada as a return of capital;


 


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


 


22.           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 members of
Sponsor Holdings have unanimously consented to the transactions contemplated by
this Agreement;


 


WHEREAS, the members of DutchCo have unanimously consented to
the transactions contemplated by this Agreement;


 


WHEREAS, stockholders, members or partners of the Parties
have taken all corporate, partnership and limited liability company action, as
the case may be, required to be taken to approve the transactions contemplated
by this Agreement; and


 


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


 


Section 1.1             Definitions. 
The following defined terms will have the meanings given below:


 


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


 






(2)       The prior capital contribution of
US$10.00 by Upper Co-op Holdings, a wholly-owned subsidiary of Niska US to
Sponsor Holdings and the prior contribution of US$1000.00 by Niska Canada
(includes a $10.00 contribution by Niska Sundance Holdings LLC, a wholly-owned
subsidiary of Niska Canada) are each immaterial for the purposes hereof. 


 


5

















 


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


 


“Canadian Consideration” has the meaning set
forth in the Recitals to this Agreement.


 


“Commission” means the Securities and Exchange
Commission.


 


“Common Unit” means a common unit representing
a limited liability company 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.


 


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


 


“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.


 


6

















 


“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 4.14 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.


 


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


 


“Niska I” has the meaning set forth in the
opening paragraph 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.


 


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


 


“Note 1” has the meaning set forth in the
Recitals of this Agreement.


 


“Note 2” has the meaning set forth in the
Recitals of this Agreement.


 


“Note A-1” has the meaning set forth in the
Recitals of this Agreement.


 


“Note A-2” has the meaning set forth in the
Recitals of this Agreement.


 


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


 


“Note C” has the meaning set forth in the
Recitals 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 that the Company
will agree to issue upon exercise of the Over-Allotment Option.


 


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


 


7
















 


“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.


 


“Series A
Principal Amount” means an amount equal to the difference between the sum
of 65% of the Leveraged Distribution plus the value of the Canadian
Consideration(3) and the sum of the value of the 99.999% limited partner
interest in Niska II(4) plus the value of the Residual Units.


 


“Sponsor Common Units”
means 13,679,305 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.


 


“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.


 






(3)       In this Agreement, the value of each
Common Unit and Subordinated Unit is equal to the price to public per Common
Unit in this Offering as set forth in on Schedule II(A) to the
Underwriting Agreement; and the value of the Manager Contribution Interests is
equal to 2/98ths of
the total value of the Firm Units, Option Units and Subordinated Units.


 


(4)       The value of the 99.999% limited partner
interest in Niska II is US$100.


 


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“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



CANADIAN RESTRUCTURING


 


After the execution of
the Underwriting Agreement, but prior to the Effective Time, the following
transactions, loans, distributions and contributions shall be completed in the
order set forth below.


 


Section 2.1             Purchase of Niska II
Interest.  Niska Canada hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers the 99.999%
limited partner interest in Niska II 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 and in exchange Niska II Holdings hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers Note
A-1  and Note A-2 to Niska Canada,
its successors and assigns and Niska Canada hereby accepts such grant,
contribution, bargain, conveyance, assignment, transfer, set over and delivery
of Note A-2 and Note A-2.


 


Section 2.2             Assumption of Note A-1. 
Niska II Holdings hereby grants, contributes, bargains, conveys,
assigns, transfers, sets over and delivers the Note B to Niska II, its
successors and assigns, and Niska II hereby accepts such grant, contribution,
bargain, conveyance, assignment, transfer, set over and delivery and in
exchange Niska II hereby assumes Note A-1 and Note A-2 and the promises and
obligations of Niska II Holdings thereunder.


 


Section 2.3             Cancellation of Note B. 
Niska II hereby distributes Note B to Niska II Holdings as a return of
partnership capital, Niska II Holdings hereby accepts Note B and Note B is
hereby cancelled.


 


Section 2.4             Contribution of Note
A-1 and Note A-2 to Niska II Holdings.  Niska Canada
hereby grants, contributes, bargains, conveys, assigns, transfers, sets over
and delivers Note A-1 and Note A-2 to Niska II Holdings, and Niska II Holdings
hereby accepts such grant, contribution, bargain, conveyance, assignment,
transfer, set over and delivery as a capital contribution and will credit the
partnership capital account in respect of the aforementioned contribution.


 


Section 2.5             Distribution of the Gas
Storage Canada GP Interests.  Niska II
hereby distributes all of the limited liability company interests in Gas
Storage Canada GP to Niska II Holdings and Niska II Holdings hereby accepts the
distribution of the limited liability company interests in Gas Storage Canada
GP.


 


9

















 


ARTICLE III



LEVERAGED DISTRIBUTION


 


After the consummation of
the transactions, loans, distributions and contributions described in Article II,
but prior to the Effective Time, the following borrowings, loans and
distributions shall occur:


 


Section 3.1             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 will use such funds to repay a portion of the principal on
Note A-2 owed to Niska II Holdings; Niska II Holdings will distribute such
funds to Niska Canada; and Niska Canada will distribute such funds to its
limited partners in accordance with the terms of the Niska Canada Agreement.


 


Section 3.2             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; and Niska US and Niska US
will distribute such funds to its limited partners in accordance with the terms
of the Niska US Agreement.


 


ARTICLE IV




CONTRIBUTIONS AND DISTRIBUTIONS
ON EFFECTIVE DATE


 


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


 


Section 4.1             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 4.2             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, conveyance, assignment, transfer, set over and delivery
of all of its interests in Niska I and GP US LLC in exchange for the US
Consideration.


 


Section 4.3             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 Note 1,
Note 2 and equity interests of DutchCo with a value equal to 15% of the
difference between the value of the Canadian Consideration and US$540,000,000.


 


10

















 


Section 4.4             Transfer of Niska II
Interests to DutchCo.  Niska II Holdings hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers Note A-1 and Note
A-2 and the 99.999% 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 4.5             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 4.6             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 4.7             Conveyance of Equity to
GP Canada LLC.  GP ULC hereby grants, contributes, bargains,
conveys, assigns, transfers, sets over and delivers 5 Common Units and 5
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 4.8             Contribution of Equity
to Niska II Holdings.  GP Canada LLC hereby grants, contributes,
bargains, conveys, assigns, transfers, sets over and delivers 5 Common Units
and 5 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 4.9             Conveyance of Equity to
Gas Storage Canada GP.  GP ULC hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers 5
Common Units and 5 Subordinated Units to Gas Storage Canada GP, its successors
and assigns, for its and their own use forever in exchange for Gas Storage
Canada GP’s 0.001% general partner interest in NGSC.


 


Section 4.10           Distribution of Equity
to Niska II Holdings.  Gas Storage Canada GP hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers 5
Common Units and 5 Subordinated Units to Niska II Holdings, its successors and
assigns, for its and their own use forever.


 


Section 4.11           Contribution of Niska
II Interest to Holdco.  DutchCo hereby sells, grants,
bargains, conveys, assigns, transfers, sets over and delivers Note A-1 to
Holdco, its successors


 


11

















 


and assigns, for its and
their own use forever, and Holdco hereby accepts such sale, grant, bargain,
conveyance, assignment, transfer, set over and delivery in exchange for Note C,
and DutchCo hereby contributes, grants, bargains, conveys, assigns, transfers,
sets over and delivers Note A-2 and the 99.999% limited partner interest in
Niska II to Holdco in exchange for Holdco equity with a value equal to the
difference between the sum of the Series A Principal Amount plus the value
of the 99.999% limited partner interest in Niska II and the sum of
US$540,000,000 plus 65% of the Leveraged Distribution.


 


Section 4.12           Contribution of Niska
II Indebtedness to Niska II.  Holdco hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and
delivers the Note A-1 and Note A-2 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; and Holdco and Niska II acknowledge and confirm
that (i) Niska II will credit the partnership capital account in respect
of the aforementioned contribution by Holdco in an amount equal to the
outstanding principal amount Note A-1 and Note A-2 owed by Niska II to Holdco
and (ii) the fair market value of the limited partnership interests so
issued to Holdco equals the outstanding principal amount of Note A-1 and Note
A-2.


 


Section 4.13           US Contribution and
Canadian 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, and 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.(5)


 


Section 4.14           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 4.15           Distribution of Equity
in Sponsor Holdings to Niska Canada.  Niska II
Holdings hereby distributes its 65% equity interest in Sponsor Holdings to
Niska Canada as a return of Niska Canada’s capital.


 


Section 4.16           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 4.17           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


 






(5)       See footnote 2.


 


12

















 


pursuant to the terms of
the Underwriting Agreement in exchange for the issuance by the Partnership to
the Underwriters of the Firm Units.


 


ARTICLE V



DEFERRED ISSUANCE AND DISTRIBUTION


 


Section 5.1             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 VI



MISCELLANEOUS PROVISIONS


 


Section 6.1             Effective Time. 
Notwithstanding anything contained in this Agreement to the contrary,
the provisions of Article III, Article IV, Article V
and Section 6.2 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 6.2             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 6.3             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,


 


13

















 


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


 


Section 6.5             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 6.6             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 delivery of the originally
executed copy thereof.


 


Section 6.7             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;
and


 


14

















 


(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 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 6.8             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 6.9             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 6.10           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 6.11           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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15

















 


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:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Niska
  Gas Storage Partners LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Niska
  Partners Coöperatief U.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  Managing Director A

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ N.J.J.M.
  Wolthius-Geeraedts

  
	
   

  	
   

  	
  Name:

  	
  N.J.J.M.
  Wolthius-Geeraedts

  
	
   

  	
   

  	
  Title:

  	
  Managing Director B

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Niska
  II Holdings, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Niska II GP LLC, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  Authorized Person

  
					



 


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  Niska
  Holdco ULC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Niska
  GP ULC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Niska
  II GP LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  Authorized Person

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Niska
  Gas Storage Canada GP, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Niska
  GS Holdings II, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Niska II GP LLC, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  Authorized Person

  
					



 


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CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT


 

















 


	
   

  	
   

  	
  Niska
  Sponsor Holdings Coöperatief, U.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  Managing Director A

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ N.J.J.M.
  Wolthius-Geeraedts

  
	
   

  	
   

  	
  Name:

  	
  N.J.J.M.
  Wolthius-Geeraedts

  
	
   

  	
   

  	
  Title:

  	
  Managing Director B

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Niska
  GS Holdings Canada, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Niska
  Gas Storage Management LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AECO
  Gas Storage Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: Niska Gas Storage Canada, ULC, its managing partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 


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CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT


 

















 


	
   

  	
   

  	
  Niska
  Gas Storage US, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Niska
  Gas Storage Canada, ULC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Niska Gas Storage Canada, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:  Niska Gas Storage Canada GP, LLC, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Niska
  GS Holdings I, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:  Niska US GP LLC, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David F.
  Pope

  
	
   

  	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
   

  	
  Title:

  	
  Authorized Person

  
					



 


SIGNATURE PAGE

TO 

CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT