Exhibit
10.2


 


EXECUTION VERSION


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered
into as of May 17, 2010, by and between Niska Gas Storage Partners LLC, a
Delaware limited liability company (the “Company”), and Niska Sponsor
Holdings Coöperatief U.A., a coöpertief
formed in the Netherlands (“Holdco”).


 


WHEREAS,
this Agreement is made in connection with the transactions contemplated by the
Contribution, Assignment and Assumption Agreement dated May 7, 2010 (the “Contribution
Agreement”);


 


WHEREAS,
the Company has agreed to provide the registration and other rights set forth
in this Agreement for the benefit of Holdco pursuant to the Contribution
Agreement; and


 


WHEREAS,
it is a condition to the obligations of Holdco under the Contribution Agreement
that this Agreement be executed and delivered;


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by each party hereto, the parties hereby agree as
follows:


 


ARTICLE
I

DEFINITIONS


 


Section 1.01                                Definitions.  Capitalized terms used herein without
definition shall have the meanings given to them in the Operating Agreement of
the Company dated May 17, 2010, as amended from time to time (the “Operating
Agreement”).  The terms set forth
below are used herein as so defined:


 


“Affiliate”
means, with respect to a specified Person, directly or indirectly controlling,
controlled by, or under direct or indirect common control with such specified
Person.  For the purposes of this
definition, “control” means the power to direct or cause the direction of the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise.


 


“Agreement”
has the meaning given to such term in the introductory paragraph.


 


“Commission”
has the meaning given to such term in Section 1.02.


 


“Company”
has the meaning given to such term in the introductory paragraph.


 


“Contribution
Agreement” has the meaning given to such term in the recitals of this
Agreement.


 


“Effectiveness
Period” has the meaning given to such term in Section 2.01.


 


“Holdco”
has the meaning given to such term in the introductory paragraph.


 

















 


“Holder”
means the record holder of any Registrable Securities.


 


“Losses”
has the meaning given to such term in Section 2.07(a) of this
Agreement.


 


“Managing
Underwriter” means, with respect to any Underwritten Offering, the
book-running lead manager of such Underwritten Offering.


 


“Notice”
has the meaning given to such term in Section 2.01.


 


“Person”
means any individual, corporation, partnership, voluntary association,
partnership, joint venture, trust, limited liability partnership, unincorporated
organization, government or any agency, instrumentality or political
subdivision thereof, or any other form of entity.


 


“Registration
Statement” has the meaning given to such term in Section 2.01.


 


“Registrable
Securities” means the aggregate number of (i) Common Units issued (or
issuable) to Holdco pursuant to the Contribution Agreement (including pursuant
to the Deferred Issuance and Distribution); (ii) Subordinated Units; and (iii) Common
Units issuable upon conversion of the Subordinated Units or the Combined
Interests pursuant to the terms of the Operating Agreement, which Registrable
Securities are subject to the rights provided herein until such rights
terminate pursuant to the provisions hereof.


 


“Registration
Expenses” has the meaning given to such term in Section 2.06(b).


 


“Registration
Statement” has the meaning given to such term in Section 2.01.


 


“Selling
Expenses” has the meaning given to such term in Section 2.06(b).


 


“Selling
Holder” means a Holder who is selling Registrable Securities pursuant to a
Registration Statement.


 


“Shelf
Registration Statement” has the meaning given to such term in Section 2.01.


 


“Underwritten
Offering” means an offering (including an offering pursuant to a
Registration Statement) in which Common Units are sold to an underwriter on a
firm commitment basis for reoffering to the public or an offering that is a “bought
deal” with one or more investment banks.


 


Section 1.02                                Registrable
Securities.  Any
Registrable Security will cease to be a Registrable Security (a) at the
time a Registration Statement covering such Registrable Security has been
declared effective by the Securities and Exchange Commission (the “Commission”),
or otherwise has become effective, and such Registrable Security has been sold
or disposed of pursuant to such Registration Statement; (b) at the time
such Registrable Security has been disposed of pursuant to Rule 144 (or
any similar provision then in effect under the Securities Act of 1933 (the “Securities
Act”)); (c) 10 years after Holdco ceases to be an Affiliate of the
Manager of the Company (including where the Manager ceases to be the Manager of
the Company); (d) if such Registrable Security is held by the Company or
one of its subsidiaries; (e)


 


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at the time such Registrable Security has been sold in a private
transaction in which the transferor’s rights under this Agreement are not
assigned to the transferee of such securities; or (f) if such Registrable
Security has been sold in a private transaction in which the transferor’s
rights under this Agreement are assigned to the transferee and such transferee
is not an Affiliate of the Manager of the Company, at the time that is two
years following the later of: (i) if the Registrable Security is a
Subordinated Unit, the conversion of the Subordinated Units into Common Units
and (ii) the transfer of such Registrable Security to such transferee.


 


ARTICLE
II

REGISTRATION RIGHTS


 


Section 2.01                                Demand
Registration.  Upon the
written request (a “Notice”) by Holders owning at least 1 million of the
then-outstanding Registrable Securities, subject to adjustment pursuant to Section 3.04,
the Company shall file with the Commission, as soon as reasonably practicable,
but in no event more than 90 days following the receipt of the Notice, a
registration statement (each, a “Registration Statement”) under the
Securities Act providing for the resale of the Registrable Securities (which
may, at the option of the Holders giving such Notice, be a registration
statement under the Securities Act that provides for the resale of the
Registrable Securities pursuant to Rule 415 from time to time by the
Holders (a “Shelf Registration Statement”)).  The Company shall use its commercially
reasonable efforts to cause each Registration Statement to be declared
effective by the Commission as soon as reasonably practicable after the initial
filing of the Registration Statement. 
Any Registration Statement shall provide for the resale pursuant to any
method or combination of methods legally available to, and requested by, the
Holders of any and all Registrable Securities covered by such Registration
Statement.  The Company shall use its
commercially reasonable efforts to cause each Registration Statement filed
pursuant to this Section 2.01 to be continuously effective,
supplemented and amended to the extent necessary to ensure that it is available
for the resale of all Registrable Securities by the Holders until all
Registrable Securities covered by such Registration Statement have ceased to be
Registrable Securities (the “Effectiveness Period”).  Each Registration Statement when effective
(and the documents incorporated therein by reference) shall comply as to form
with all applicable requirements of the Securities Act and shall not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading.  There shall be no limit on
the number of Registration Statements that may be required by the Holders
hereunder.


 


Section 2.02                                Underwritten
Offerings.


 


(a)                                  Request for
Underwritten Offering.  In
the event that one or more Holders collectively elect to dispose of at least 1
million Registrable Securities (subject to adjustment pursuant to Section 3.04)
under a Registration Statement pursuant to an Underwritten Offering, the
Company shall, upon request by such Holders, retain underwriters in order to
permit such Holders to effect such sale though an Underwritten Offering.  The obligation of the Company to retain
underwriters shall include entering into an underwriting agreement in customary
form with the Managing Underwriter or underwriters, which shall include, among
other provisions, indemnities to the effect and to the extent provided in Section 2.07
and taking all reasonable actions as are requested by the Managing Underwriter
or underwriters to expedite or facilitate the disposition of such Registrable
Securities.  The Company shall, upon
request of the Holders,


 


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cause its management to participate in a roadshow or similar marketing
effort on behalf of the Holders.


 


(b)                                 Limitation on
Underwritten Offerings.  In
no event shall the Company be required hereunder to participate in more than
two Underwritten Offerings in any 12-month period.


 


(c)                                  General
Procedures.  In connection with any Underwritten Offering
under this Agreement, the Company shall be entitled to select the Managing
Underwriter or underwriters.  In connection with any Underwritten Offering
under this Agreement, each Selling Holder and the Company shall be obligated to
enter into an underwriting agreement that contains such representations,
covenants, indemnities and other rights and obligations as are customary in
underwriting agreements for firm commitment offerings of securities.  No
Selling Holder may participate in such Underwritten Offering unless such
Selling Holder agrees to sell its Registrable Securities on the basis provided
in such underwriting agreement and completes and executes all questionnaires,
powers of attorney, indemnities and other documents reasonably required under
the terms of such  underwriting agreement.  Each Selling Holder may,
at its option, require that any or all of the representations and warranties
by, and the other agreements on the part of, the Company to and for the benefit
of such underwriters also be made to and for such Selling Holder’s benefit and
that any or all of the conditions precedent to the obligations of such
underwriters under such underwriting agreement also be conditions precedent to
such Selling Holder’s obligations.  No Selling Holder shall be required to
make any representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding
such Selling Holder and its ownership of the securities being registered on its
behalf, its intended method of distribution and any other representation
required by law.  If any Selling Holder disapproves of the terms of an
underwriting, such Selling Holder may elect to withdraw from the Underwritten
Offering by notice to the Company and the Managing Underwriter; provided, however,
that such withdrawal must be made at a time prior to the time of pricing of
such Underwritten Offering.  No such withdrawal shall affect the Company’s
obligation to pay Registration Expenses.


 


Section 2.03                                Delay Rights.  If the Manager or its delegate determines
that the Company’s compliance with its obligations under this Article II
would be materially detrimental to the Company and its Members because such
registration would (a) materially interfere with a significant
acquisition, reorganization, financing or other similar transaction involving
the Company, (b) require premature disclosure of material information that
the Company has a bona fide business purpose for preserving as confidential or (c) render
the Company unable to comply with applicable securities laws, then the Company
shall have the right to postpone compliance with its obligations under this Article II
for a period of not more than  three months, provided, that such right pursuant to this Section 2.03
may not be utilized more than twice in any twelve-month period.


 


Section 2.04                                Sale Procedures.  In connection with its obligations under this
Article II, the Company will, as expeditiously as possible:


 


(a)                                  prepare and
file with the Commission such amendments and supplements to each Registration
Statement and the prospectus used in connection therewith as may be necessary
to keep each Registration Statement effective for the Effectiveness Period and
as may be necessary


 


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to comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such Registration
Statement;


 


(b)                                 if a prospectus
supplement will be used in connection with the marketing of an Underwritten
Offering and the Managing Underwriter notifies the Company in writing that, in
the sole judgment of such Managing Underwriter, inclusion of detailed
information in such prospectus supplement is of material importance to the
success of the Underwritten Offering of such Registrable Securities, the
Company shall use its commercially reasonable efforts to include such information
in such prospectus supplement;


 


(c)                                  furnish to each
Selling Holder (i) as far in advance as reasonably practicable before
filing a Registration Statement or any supplement or amendment thereto, upon
request, copies of reasonably complete drafts of all such documents proposed to
be filed (including exhibits and each document incorporated by reference
therein to the extent then required by the rules and regulations of the
Commission), and provide each such Selling Holder the opportunity to object to
any information pertaining to such Selling Holder and its plan of distribution
that is contained therein and make the corrections reasonably requested by such
Selling Holder with respect to such information prior to filing a Registration
Statement or supplement or amendment thereto, and (ii) such number of
copies of such Registration Statement and the prospectus included therein and
any supplements and amendments thereto as such Persons may reasonably request
in order to facilitate the public sale or other disposition of the Registrable
Securities covered by such Registration Statement;


 


(d)                                 if applicable,
use its commercially reasonable efforts to register or qualify the Registrable
Securities covered by a Registration Statement under the securities or blue sky
laws of such jurisdictions as the Selling Holders or, in the case of an
Underwritten Offering, the Managing Underwriter, shall reasonably request; provided, however, that the Company will
not be required to qualify generally to transact business in any jurisdiction
where it is not then required to so qualify or to take any action that would
subject it to general service of process in any jurisdiction where it is not
then so subject;


 


(e)                                  promptly notify
each Selling Holder and each underwriter, at any time when a prospectus is
required to be delivered under the Securities Act, of (i) the filing of a
Registration Statement or any prospectus or prospectus supplement to be used in
connection therewith, or any amendment or supplement thereto, and, with respect
to such Registration Statement or any post-effective amendment thereto, when
the same has become effective; and (ii) any written comments from the
Commission with respect to any filing referred to in clause (i) and any
written request by the Commission for amendments or supplements to a
Registration Statement or any prospectus or prospectus supplement thereto;


 


(f)                                    immediately
notify each Selling Holder and each underwriter, at any time when a prospectus
is required to be delivered under the Securities Act, of (i) the happening
of any event as a result of which the prospectus or prospectus supplement
contained in a Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading (in
the case of the prospectus contained therein, in the light of the circumstances
under which a statement is made); (ii) the issuance or threat of issuance
by the Commission of


 


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any stop order suspending the effectiveness of a Registration
Statement, or the initiation of any proceedings for that purpose; or (iii) the
receipt by the Company of any notification with respect to the suspension of
the qualification of any Registrable Securities for sale under the applicable
securities or blue sky laws of any jurisdiction.  Following the provision of such notice, the
Company agrees to, as promptly as practicable, amend or supplement the
prospectus or prospectus supplement or take other appropriate action so that
the prospectus or prospectus supplement does not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing and to take such other reasonable action as is
necessary to remove a stop order, suspension, threat thereof or proceedings
related thereto;


 


(g)                                 upon request
and subject to appropriate confidentiality obligations, furnish to each Selling
Holder copies of any and all transmittal letters or other correspondence with
the Commission or any other governmental agency or self-regulatory body or
other body having jurisdiction (including any domestic or foreign securities
exchange) relating to any offering of Registrable Securities;


 


(h)                                 in the case of
an Underwritten Offering, furnish upon request, (i) an opinion of counsel
for the Company dated the date of the closing under the underwriting agreement
and (ii) a “cold comfort” letter, dated the pricing date of such
Underwritten Offering (to the extent available) and a letter of like kind dated
the date of the closing under the underwriting agreement, in each case, signed
by the independent public accountants who have certified the Company’s
financial statements included or incorporated by reference into the applicable
registration statement, and each of the opinion and the “cold comfort” letter
shall be in customary form and covering substantially the same matters with
respect to such registration statement (and the prospectus and any prospectus
supplement included therein) as have been customarily covered in opinions of
issuer’s counsel and in accountants’ letters delivered to the underwriters in
Underwritten Offerings of securities by the Company and such other matters as
such underwriters and Selling Holders may reasonably request;


 


(i)                                     otherwise use
its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, an earnings statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 promulgated thereunder;


 


(j)                                     make available
to the appropriate representatives of the Managing Underwriter and Selling
Holders access to such information and Company personnel as is reasonable and
customary to enable such parties to establish a due diligence defense under the
Securities Act;


 


(k)                                  cause all
Registrable Securities registered pursuant to this Agreement to be listed on
each securities exchange or nationally recognized quotation system on which
similar securities issued by the Company are then listed;


 


(l)                                     use its
commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of the Company to
enable the Selling Holders to consummate the disposition of the Registrable
Securities;


 


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(m)                               provide a
transfer agent and registrar for all Registrable Securities covered by a
Registration Statement not later than the effective date of such registration
statement; and


 


(n)                                 enter into
customary agreements and take such other actions as are reasonably requested by
the Selling Holders or the underwriters, if any, in order to expedite or
facilitate the disposition of the Registrable Securities.


 


Each
Selling Holder, upon receipt of notice from the Company of the happening of any
event of the kind described in subsection (f) of this Section 2.04,
shall forthwith discontinue disposition of the Registrable Securities by means
of a prospectus or prospectus supplement until such Selling Holder’s receipt of
the copies of the supplemented or amended prospectus contemplated by subsection
(f) of this Section 2.04 or until it is advised in writing by
the Company that the use of the prospectus may be resumed, and has received
copies of any additional or supplemental filings incorporated by reference in
the prospectus.


 


Section 2.05                                Cooperation by
Holders.  The Company shall have no
obligation to include in a Registration Statement, or in an Underwritten Offering
pursuant to Section 2.02(a), Registrable Securities of a Selling
Holder who has failed to timely furnish such information that, in the opinion
of counsel to the Company, is reasonably required in order for the Registration
Statement or prospectus supplement, as applicable, to comply with the
Securities Act.


 


Section 2.06                                Expenses.


 


(a)                                  Expenses.  The Company will pay all reasonable
Registration Expenses including in the case of an Underwritten Offering,
regardless of whether any sale is made in such Underwritten Offering. Each
Selling Holder shall pay all Selling Expenses in connection with any sale of
its Registrable Securities hereunder. In addition, except as otherwise provided
in Section 2.07, the Company shall not be responsible for legal
fees incurred by Holders in connection with the exercise of such Holders’
rights hereunder.


 


(b)                                 Certain
Definitions.  “Registration
Expenses” means all expenses incident to the Company’s performance under or
compliance with this Agreement to effect the registration of Registrable
Securities on a Registration Statement pursuant to Section 2.01
and/or in connection with an Underwritten Offering pursuant to Section 2.02(a),
and the disposition of such Registrable Securities, including, without
limitation, all registration, filing, securities exchange listing and
securities exchange fees, all registration, filing, qualification and other
fees and expenses of complying with securities or blue sky laws, fees of the
Financial Industry Regulatory Authority, fees of transfer agents and
registrars, all word processing, duplicating and printing expenses, any
transfer taxes and the fees and disbursements of counsel and independent public
accountants for the Company, including the expenses of any special audits or “cold
comfort” letters required by or incident to such performance and
compliance.  “Selling Expenses”
means all underwriting fees, discounts and selling commissions applicable to
the sale of Registrable Securities.


 


Section 2.07                                Indemnification.


 


(a)                                  By the Company.  In the event of a registration of any
Registrable Securities under the Securities Act pursuant to this Agreement, the
Company will indemnify and hold


 


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harmless each Selling Holder participating therein, its directors,
officers, employees and agents, and each Person, if any, who controls such
Selling Holder within the meaning of the Securities Act and the Exchange Act of
1934 (the “Exchange Act”), and its directors, officers, employees or
agents, against any losses, claims, damages, expenses or liabilities (including
reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint
or several, to which such Selling Holder, director, officer, employee, agent or
controlling Person may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such Losses (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact (in the case
of any prospectus, in the light of the circumstances under which such statement
is made) contained in a Registration Statement, any preliminary prospectus or
prospectus supplement, free writing prospectus or final prospectus or
prospectus supplement contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein (in the case of a prospectus, in the light of the
circumstances under which they were made) not misleading, and will reimburse
each such Selling Holder, its directors, officers, employee and agents, and
each such controlling Person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such Loss or
actions or proceedings as such expenses are incurred; provided, however, that the Company will
not be liable in any such case if and to the extent that any such Loss arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information furnished
by such Selling Holder, its directors, officers, employees and agents or such
controlling Person in writing specifically for use in a Registration Statement,
or prospectus or any amendment or supplement thereto, as applicable. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Selling Holder or any such directors, officers,
employees agents or controlling Person, and shall survive the transfer of such
securities by such Selling Holder.


 


(b)                                 By Each Selling
Holder.  Each Selling Holder agrees
severally and not jointly to indemnify and hold harmless the Company, its
directors, officers, employees and agents and each Person, if any, who controls
the Company within the meaning of the Securities Act or of the Exchange Act,
and its directors, officers, employees and agents, to the same extent as the
foregoing indemnity from the Company to the Selling Holders, but only with
respect to information regarding such Selling Holder furnished in writing by or
on behalf of such Selling Holder expressly for inclusion in a Registration
Statement or prospectus supplement relating to the Registrable Securities, or
any amendment or supplement thereto; provided,
however, that the liability of each Selling Holder shall not be
greater in amount than the dollar amount of the proceeds (net of any Selling
Expenses) received by such Selling Holder from the sale of the Registrable
Securities giving rise to such indemnification.


 


(c)                                  Notice.  Promptly after receipt by an indemnified
party hereunder of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from
any liability that it may have to any indemnified party other than under this Section 2.07.  In any action brought against any indemnified
party, it shall notify the indemnifying party of the commencement thereof.  The indemnifying party shall be entitled to
participate in and, to the extent it shall wish,


 


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to assume and undertake the defense thereof with counsel reasonably
satisfactory to such indemnified party and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 2.07 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation and of liaison with counsel so selected;
provided, however, that, (i) if
the indemnifying party has failed to assume the defense or employ counsel
reasonably acceptable to the indemnified party or (ii) if the defendants
in any such action include both the indemnified party and the indemnifying
party and counsel to the indemnified party shall have concluded that there may
be reasonable defenses available to the indemnified party that are different
from or additional to those available to the indemnifying party, or if the
interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, then the indemnified party shall have
the right to select a separate counsel and to assume such legal defense and
otherwise to participate in the defense of such action, with the reasonable
expenses and fees of such separate counsel and other reasonable expenses
related to such participation to be reimbursed by the indemnifying party as
incurred.  Notwithstanding any other
provision of this Agreement, no indemnified party shall settle any action
brought against it with respect to which it is entitled to indemnification
hereunder without the consent of the indemnifying party, unless the settlement
thereof imposes no liability or obligation on, and includes a complete and
unconditional release from all liability of, the indemnifying party.


 


(d)                                 Contribution.  If the indemnification provided for in this Section 2.07
is held by a court or government agency of competent jurisdiction to be
unavailable to any indemnified party or is insufficient to hold them harmless
in respect of any Losses, then each indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Loss in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and of
such indemnified party on the other in connection with the statements or omissions
that resulted in such Losses, as well as any other relevant equitable
considerations; provided, however,
that in no event shall the Selling Holder be required to contribute an
aggregate amount in excess of the dollar amount of proceeds (net of Selling
Expenses) received by such Selling Holder from the sale of Registrable
Securities giving rise to such indemnification. 
The relative fault of the indemnifying party on the one hand and the
indemnified party on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact has been made by, or
relates to, information supplied by such party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this paragraph were to be determined by pro rata allocation or by any other
method of allocation that does not take account of the equitable considerations
referred to herein.  The amount paid by
an indemnified party as a result of the Losses referred to in the first
sentence of this paragraph shall be deemed to include any legal and other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any Loss that is the subject of this paragraph. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who is
not guilty of fraudulent misrepresentation.


 


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(e)                                  Other
Indemnification.  The
provisions of this Section 2.07 shall be in addition to any other
rights to indemnification or contribution that an indemnified party may have
pursuant to law, equity, contract or otherwise.


 


Section 2.08                                Rule 144
Reporting.  With a view
to making available the benefits of certain rules and regulations of the
Commission that may permit the sale of the Registrable Securities to the public
without registration, the Company agrees to use its commercially reasonable
efforts to:


 


(a)                                  make and keep
public information regarding the Company available, as those terms are
understood and defined in Rule 144 under the Securities Act, at all times
from and after the date hereof;


 


(b)                                 file with the
Commission in a timely manner all reports and other documents required of the
Company under the Exchange Act at all times from and after the date hereof; and


 


(c)                                  so long as a
Holder owns any Registrable Securities, furnish to such Holder forthwith upon
request a copy of the most recent annual or quarterly report of the Company,
and such other reports and documents so filed as such Holder may reasonably
request in availing itself of any rule or regulation of the Commission
allowing such Holder to sell any such securities without registration.


 


Section 2.09                                Transfer or
Assignment of Registration Rights.  The rights to cause the Company to register
Registrable Securities granted to a Holder by the Company under this Article II
may be transferred or assigned by such Holder to one or more transferee(s) or
assignee(s) of such Registrable Securities (or Subordinated Units prior to
conversion); provided, however,
that (a) unless such transferee or assignee is an Affiliate of Holdco,
each such transferee or assignee holds Registrable Securities (or Subordinated
Units prior to conversion) representing at least 1 million of the then-outstanding
Registrable Securities, subject to adjustment pursuant to Section 3.04,
(b) the Company is given written notice prior to any said transfer or
assignment, stating the name and address of each such transferee and
identifying the Registrable Securities with respect to which such registration
rights are being transferred or assigned, and (c) each such transferee
agrees to be bound by this Agreement.


 


Section 2.10                                Restrictions on
Public Sale by Holders of Registrable Securities.  Each Holder who, along with its Affiliates,
holds at least 1 million  of the
then-outstanding Registrable Securities, subject to adjustment pursuant to Section 3.04,
agrees to enter into a customary letter agreement with underwriters providing
such Holder will not effect any public sale or distribution of the Registrable
Securities during the 90 calendar day period beginning on the date of a
prospectus or prospectus supplement filed with the Commission with respect to
the pricing of an Underwritten Offering, provided that (i) the duration of
the foregoing restrictions shall be no longer than the duration of the shortest
restriction generally imposed by the underwriters on the Company or the
officers, directors or any other unitholder of the Company on whom a
restriction is imposed and (ii) the restrictions set forth in this Section 2.10
shall not apply to any Registrable Securities that are included in such
Underwritten Offering by such Holder.


 


10
















 


ARTICLE
III

MISCELLANEOUS


 


Section 3.01                                Communications.  All notices and other communications provided
for or permitted hereunder shall be made in writing by facsimile, electronic
mail, courier service or personal delivery:


 


(a)                                  if to Holdco:


 


Niska Sponsor Holdings Coöperatief U.A.

1001 Fannin Street, Suite 2500


Houston, TX 77002


Attention: 
General Counsel


Facsimile: 1-866-452-8832


 


with a
copy to:


 


Riverstone
Holdings LLC


712 Fifth Ave. 51st Floor


New York, NY 10019


Attention: 
Olivia Wassenaar


Facsimile: 212.993.0077


 


(b)                                 if to a
transferee of Holdco, to such Holder at the address provided pursuant to Section 2.09;
and


 


(c)                                  if to the
Company:


 


Niska
Gas Storage Partners LLC

1001 Fannin Street, Suite 2500


Houston, TX 77002


Attention: 
General Counsel


Facsimile: 1-866-452-8832


 


All
such notices and communications shall be deemed to have been received at the
time delivered by hand, if personally delivered; when receipt acknowledged, if
sent via facsimile or sent via electronic mail; and when actually received, if
sent by courier service or any other means.


 


Section 3.02                                Successor and
Assigns.  This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties, including subsequent Holders of Registrable Securities to the extent
permitted herein.


 


Section 3.03                                Assignment of
Rights.  All or any portion of the
rights and obligations of the Holders under this Agreement may be transferred
or assigned by the Holders in accordance with Section 2.09 hereof.


 


11

















 


Section 3.04                                Recapitalization,
Exchanges, Etc. Affecting the Registrable Securities.  The provisions of this Agreement shall apply
to the full extent set forth herein with respect to any and all securities of
the Company or any successor or assign of the Company (whether by merger,
consolidation, sale of assets or otherwise) that may be issued in respect of,
in exchange for or in substitution of, the Registrable Securities, and shall be
appropriately adjusted for combinations, splits, recapitalizations, pro rata
distributions and the like occurring after the date of this Agreement.


 


Section 3.06                                Specific
Performance.  Damages in
the event of breach of this Agreement by a party hereto may be difficult, if
not impossible, to ascertain, and it is therefore agreed that each party, in
addition to and without limiting any other remedy or right it may have, will
have the right to an injunction or other equitable relief in any court of
competent jurisdiction, enjoining any such breach, and enforcing specifically
the terms and provisions hereof, and each of the parties hereto hereby waives
any and all defenses it may have on the ground of lack of jurisdiction or
competence of the court to grant such an injunction or other equitable
relief.  The existence of this right will
not preclude any such party from pursuing any other rights and remedies at law
or in equity that such party may have.


 


Section 3.07                                Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but
one and the same Agreement.


 


Section 3.08                                Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


Section 3.09                                Governing Law.  The laws of the State of New York shall
govern this Agreement.


 


Section 3.10                                Severability of
Provisions.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting or impairing the validity or enforceability of such
provision in any other jurisdiction.


 


Section 3.11                                Scope of
Agreement.  The rights
granted pursuant to this Agreement are intended to supplement and not to reduce
or replace any rights any Holders may have under the Operating Agreement with
respect to the Registrable Securities. 
This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein. Except as provided in the Operating Agreement, there are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein with respect to the rights granted by the Company set
forth herein.  Except as provided in the
Operating Agreement, this Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.


 


12

















 


Section 3.12                                Amendment.  This Agreement may be amended only by means
of a written amendment signed by the Company and the Holders of a majority of
the then outstanding Registrable Securities; provided,
however, that no such amendment shall materially and adversely
affect the rights of any Holder hereunder without the consent of such Holder.


 


Section 3.13                                No Presumption.  If any claim is made by a party relating to
any conflict, omission, or ambiguity in this Agreement, no presumption or
burden of proof or persuasion shall be implied by virtue of the fact that this
Agreement was prepared by or at the request of a particular party or its
counsel.


 


Section 3.14                                Aggregation of
Registrable Securities.  All
Registrable Securities held or acquired by Persons who are Affiliates of one
another shall be aggregated together for the purpose of determining the
availability of any rights under this Agreement.


 


Section 3.15                                Obligations
Limited to Parties to Agreement.  Each of the parties hereto covenants, agrees
and acknowledges that no Person other than the Company and the Holders shall
have any obligation hereunder and that, notwithstanding that one or more of the
Holders may be a corporation, partnership or limited liability company, no recourse
under this Agreement or under any documents or instruments delivered in
connection herewith or therewith shall be had against any former, current or
future director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of any of the Holders or any former, current
or future director, officer, employee, agent, general or limited partner,
manager, member, stockholder or Affiliate of any of the foregoing, whether by
the enforcement of any assessment or by any legal or equitable proceeding, or
by virtue of any applicable law, it being expressly agreed and acknowledged
that no personal liability whatsoever shall attach to, be imposed on or
otherwise by incurred by any former, current or future director, officer, employee,
agent, general or limited partner, manager, member, stockholder or Affiliate of
any of the Holders or any former, current or future director, officer,
employee, agent, general or limited partner, manager, member, stockholder or
Affiliate of any of the foregoing, as such, for any obligations of the Holders
under this Agreement or any documents or instruments delivered in connection
herewith or therewith or for any claim based on, in respect of or by reason of
such obligation or its creation, except in each case for any assignee of the
Holders  hereunder.


 


Section 3.16                                Interpretation.  All references to instruments, documents,
contracts and agreements are references to such instruments, documents,
contracts and agreements as the same may be amended, supplemented and otherwise
modified from time to time, unless otherwise specified. The word “including”
shall mean “including but not limited to.” Whenever any determination, consent
or approval is to be made or given by the Holders under this Agreement, such
action shall be in the Holders’ sole discretion unless otherwise specified.


 


13

















 


IN
WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the
date first above written.


 


 


	
   

  	
  NISKA GAS STORAGE PARTNERS LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Pope

  
	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NISKA SPONSOR HOLDINGS COÖPERATIEF U.A.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David F. Pope

  
	
   

  	
  Name:

  	
  David F. Pope

  
	
   

  	
  Title:

  	
  Managing Director A

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ K.Y. The

  
	
   

  	
  Name:

  	
  K.Y.
  The

  
	
   

  	
  Title:

  	
  Managing
  Director B

  
				



 


SIGNATURE
PAGE


TO


REGISTRATION
RIGHTS AGREEMENT