0001047469-11-008646.txt : 20111024 0001047469-11-008646.hdr.sgml : 20111024 20111024161542 ACCESSION NUMBER: 0001047469-11-008646 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20111024 DATE AS OF CHANGE: 20111024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska GS Holdings I, L.P. CENTRAL INDEX KEY: 0001483828 IRS NUMBER: 204742739 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-12 FILM NUMBER: 111154616 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (281) 404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska Gas Storage Partners LLC CENTRAL INDEX KEY: 0001483830 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 271855740 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988 FILM NUMBER: 111154608 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (281) 404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska Gas Storage US Finance Corp. CENTRAL INDEX KEY: 0001506603 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-22 FILM NUMBER: 111154629 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska Gas Storage Canada ULC CENTRAL INDEX KEY: 0001506604 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-20 FILM NUMBER: 111154627 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska Gas Storage Canada L.P. CENTRAL INDEX KEY: 0001506605 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-04 FILM NUMBER: 111154622 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska US GP LLC CENTRAL INDEX KEY: 0001506606 IRS NUMBER: 272776858 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-07 FILM NUMBER: 111154611 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska Holdco ULC CENTRAL INDEX KEY: 0001506607 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-10 FILM NUMBER: 111154614 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska Partners Management ULC CENTRAL INDEX KEY: 0001506626 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-08 FILM NUMBER: 111154612 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska Gas Storage, LLC CENTRAL INDEX KEY: 0001506627 IRS NUMBER: 204936889 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-02 FILM NUMBER: 111154620 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Enerstream Agency Services Inc. CENTRAL INDEX KEY: 0001506628 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-15 FILM NUMBER: 111154623 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska Gas Storage US, LLC CENTRAL INDEX KEY: 0001506629 IRS NUMBER: 980523179 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-23 FILM NUMBER: 111154630 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska Partners Cooperatief U.A. CENTRAL INDEX KEY: 0001506630 IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-09 FILM NUMBER: 111154613 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AECO Gas Storage Partnership CENTRAL INDEX KEY: 0001506631 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-16 FILM NUMBER: 111154624 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Access Gas Services Inc. CENTRAL INDEX KEY: 0001506633 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-17 FILM NUMBER: 111154625 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Access Gas Services (Ontario) Inc. CENTRAL INDEX KEY: 0001506634 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-18 FILM NUMBER: 111154626 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wild Goose Storage, LLC CENTRAL INDEX KEY: 0001506650 IRS NUMBER: 208050055 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-05 FILM NUMBER: 111154609 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska Gas Transport Inc. CENTRAL INDEX KEY: 0001506651 IRS NUMBER: 270838117 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-01 FILM NUMBER: 111154619 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska GS Holdings II, LP CENTRAL INDEX KEY: 0001506652 IRS NUMBER: 204742885 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-11 FILM NUMBER: 111154615 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Salt Plains Storage LLC CENTRAL INDEX KEY: 0001506653 IRS NUMBER: 204937080 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-06 FILM NUMBER: 111154610 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska Gas Storage Canada Finance Corp. CENTRAL INDEX KEY: 0001506654 IRS NUMBER: 204742739 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-21 FILM NUMBER: 111154628 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska GP Alberta ULC CENTRAL INDEX KEY: 0001506655 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-14 FILM NUMBER: 111154618 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: niska Gas Storage Operations LLC CENTRAL INDEX KEY: 0001506656 IRS NUMBER: 272776914 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-03 FILM NUMBER: 111154621 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Niska GP ULC CENTRAL INDEX KEY: 0001506657 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-174988-13 FILM NUMBER: 111154617 BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281-404-1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 S-3/A 1 a2205969zs-3a.htm S-3/A
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As filed with the Securities and Exchange Commission on October 24, 2011

Registration No. 333-174988

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 4
to

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

NISKA GAS STORAGE PARTNERS LLC
NISKA GAS STORAGE US, LLC
NISKA GAS STORAGE US FINANCE CORP.
NISKA GAS STORAGE CANADA ULC
NISKA GAS STORAGE CANADA FINANCE CORP.
(Exact Name of Registrant as Specified in Its Charter)

Delaware   4922   27-1855740
Delaware   4922   98-0523179
Delaware   4922   27-2014997
Alberta   4922   N/A
Alberta   4922   N/A
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

1001 Fannin Street, Suite 2500
Houston, TX 77002
281-404-1890

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Jason A. Dubchak
1001 Fannin Street, Suite 2500
Houston, TX 77002
281-404-1890

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)



Copies to:

Mike Rosenwasser
E. Ramey Layne

Vinson & Elkins L.L.P.
666 Fifth Avenue, 26th Floor
New York, New York 10103
(212) 237-0000
(212) 237-0100 (fax)



Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement as determined by market conditions and other factors.

          If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ý

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

          If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

          Indicated by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o   Accelerated Filer o   Non-Accelerated Filer ý
(Do not check if a
smaller reporting company)
  Smaller Reporting Company o


        Each registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a) of the Securities Act, may determine.


TABLE OF ADDITIONAL REGISTRANT GUARANTORS

        The following are additional registrants that may guarantee the debt securities registered hereby:

Exact Name of Registrant Guarantor(1)
  State or Other Jurisdiction of
Incorporation or Organization
  IRS Employer
Identification Number

Access Gas Services (Ontario) Inc. 

  Ontario   N/A

Access Gas Services Inc. 

  British Columbia   N/A

AECO Gas Storage Partnership

  Alberta   N/A

Enerstream Agency Services Inc. 

  Ontario   N/A

Niska Gas Storage Canada, L.P. 

  Delaware   N/A

Niska Gas Storage Operations LLC

  Delaware   27-2776914

Niska Gas Storage LLC

  Delaware   20-4936889

Niska Gas Transport Inc. 

  Delaware   27-0838117

Niska GP Alberta ULC

  Alberta   N/A

Niska GP ULC

  Alberta   N/A

Niska GS Holdings I, L.P. 

  Delaware   20-4742739

Niska GS Holdings II, L.P. 

  Delaware   20-4742885

Niska Holdco ULC

  Alberta   N/A

Niska Partners Coöperatief U.A. 

  Netherlands   N/A

Niska Partners Management ULC

  Alberta   N/A

Niska US GP LLC

  Delaware   27-2776858

Salt Plains Storage, LLC

  Delaware   20-4937080

Wild Goose Storage, LLC

  Delaware   20-8050055

(1)
The address for the additional registrant guarantors is 1001 Fannin Street, Suite 2500, Houston, TX 77002, and the telephone number for the registrant guarantors is (281) 404-1890. The Primary Industrial Classification Code for the registrant guarantors is 4922.


Explanatory Note

        The sole purpose of this Amendment No. 4 is to file with the Securities and Exchange Commission revised Exhibits 5.2., 5.3, 5.4, and 8.2. Accordingly, this Amendment No. 4 consists only of this explanatory note, and revised versions of the facing page and Part II, including the signatures and the exhibit index. This Amendment No. 4 does not contain a copy of the prospectus that was included in the Registration Statement on Form S-3 (Registration No. 333-174988), and is not intended to amend or delete any part of the prospectus.



PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

        The following table sets forth all expenses payable by Niska Gas Storage Partners LLC, Niska Gas Storage US, LLC, Niska Gas Storage US Finance Corp., Niska Gas Storage Canada ULC and Niska Gas Storage Canada Finance Corp. in connection with the issuance and distribution of the securities.

Registration fee

  $ 179,114  

Printing expenses

      *

Fees and expenses of legal counsel

      *

Accounting fees and expenses

      *

Listing Fees

      *

Miscellaneous

      *
 

Total

      *

These fees are calculated based on the number of issuances and amount of securities to be offered and, accordingly, cannot be estimated at this time.

Item 15.    Indemnification of Directors and Officers.

        Under our operating agreement, we must indemnify our manager and its and our officers and directors to the fullest extent permitted by law, against liabilities, costs and expenses incurred by our manager or these other persons. We must provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct. We also must provide this indemnification for criminal proceedings unless our manager or these other persons acted with knowledge that their conduct was unlawful. Thus, our manager or these other persons could be indemnified for its negligent or grossly negligent acts if they meet the requirements set forth above. Any provision that includes indemnification for liabilities arising under the Securities Act is, according to the SEC, contrary to public policy and therefore unenforceable.

        Specifically, we will indemnify the following persons, in most circumstances, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

    our manager;

    any departing manager;

    any person who is or was a director, officer, fiduciary, trustee, manager or managing member of us or any of our subsidiaries (including the Issuers), our manager or any departing manager;

    any person who is or was serving as a director, officer, fiduciary, trustee, manager or managing member of another person owing a fiduciary duty to us or any of our subsidiaries at the request of our manager or any departing manager;

    any person who controls our manager; or

    any person designated by our board.

        Any indemnification under the provisions of our operating agreement will only be out of our assets. Unless it otherwise agrees, our manager will not be personally liable for, or have any obligation to contribute or loan funds or assets to us to enable us to effectuate, indemnification.

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        Subject to any terms, conditions or restrictions set forth in a operating agreement or limited liability company agreement, Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or other persons from and against all claims and demands whatsoever.

        The Limited Liability Company Agreement of Niska US provides that none of the members, managers or officers of Niska US are liable to it for any act or omission done or omitted in good faith, unless such act or omission constitutes gross negligence, willful misconduct or a breach of the Limited Liability Company Agreement of Niska US. In addition, the Limited Liability Company Agreement of Niska US requires Niska US to indemnify any of its members, managers or officers to the fullest extent permitted by law against any loss, liability, damage, judgment, demand, claim, cost or expense incurred by or asserted against such persons, including, reasonable attorney's fees and disbursements incurred in defense thereof, arising our of any act or omission unless such act or omission constitutes bad faith, gross negligence or willful misconduct on the part of such person.

        The Certificate of Incorporation of US Finco provides that a director or officer will not be liable to it or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability for:

    any breach of such director or officer's duty of loyalty to the it or its stockholders;

    for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of the law;

    under section 174 of the Delaware General Corporation Law, or the DGCL, for unlawful payment of dividends or improper redemption of stock; or

    for any transaction from which the director or officer derived an improper personal benefit.

        In addition, the bylaws of US Finco provide that it will indemnify, and advance expenses to, any officer or director to the fullest extent authorized by the DGCL and that US Finco may maintain insurance on behalf of its officers and directors against expense, liability or loss asserted incurred by them in their capacities as officers and directors.

        Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys' fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

        Each of Niska Canada and Canada Finco is incorporated under the Alberta Business Corporations Act, or the ABCA. Under the ABCA, each of Niska Canada and Canada Finco may indemnify an individual who is or was a director or officer of such corporations, or who is or was a director or officer of another corporation, of which such corporations are or were a shareholder or creditor, at the corporations' request, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the director or officer in respect of any civil,

II-2



criminal or administrative action or proceeding, in which such eligible party is involved because of that association with such corporations or the other entity.

        However, indemnification is prohibited under the ABCA if: (i) such eligible party did not act honestly and in good faith with a view to such corporations' respective best interests (or the best interests of the other entity, as the case may be); and (ii) in the case of a criminal or administrative proceeding that is enforced by a monetary penalty, such eligible party did not have reasonable grounds for believing that such person's conduct was lawful.

        Subject to the foregoing, each of Niska Canada and Canada Finco may, with the approval of the Court of Queen's Bench of Alberta, indemnify or pay the expenses of an eligible party in respect of an action brought against the eligible party by such corporations or on such corporations' behalf to which the eligible party is made a party by reason of being or having been a director or officer of such corporations (or the other entity as the case may be).

        The ABCA provides that each of Niska Canada and Canada Finco may purchase and maintain insurance for the benefit of an eligible party (or their heirs and personal or other legal representatives of the eligible party) against any liability that may be incurred by reason of the eligible party being or having been a director or officer, or in an equivalent position of such corporations or that of an associated corporation, except when the liability relates to the person's failure to act honestly and in good faith with a view to the best interests of such corporations' or an associate corporation, as applicable.

        The by-laws of each of Niska Canada and Canada Finco provide that, subject to the limitations in the ABCA and except in respect of an action by or on behalf of such corporations or body corporate to procure a judgment in its favor, each of the corporations shall indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or body corporate, if: (i) he acted honestly and in good faith with a view to the best interests of the Corporation, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

        The by-laws of each of Niska Canada and Canada Finco provide that such corporations shall, subject to the approval of the Court of Queen's Bench of Alberta, indemnify such officers and directors in respect of an action by or on behalf of such corporations or a body corporate to procure a judgment in its favor, to which he is made a party by reason of being or having been a director or an officer of the such corporations or body corporate, against all costs, charges and expenses reasonably incurred by him in connection with such action if he fulfills the above conditions.

        The by-laws of each of Niska Canada and Canada Finco further provide that such officers and directors shall be entitled to indemnity from such corporations in respect of all costs, charges and expenses reasonably incurred by him in connection with the defense of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of such corporations or body corporate, if the person seeking indemnity: (i) was substantially successful on the merits of his defense of the action or proceeding; and (ii) fulfills the above conditions.

II-3



Item 16.    Exhibits.

    (1)
    See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Form S-3, which Exhibit Index is incorporated herein by reference.

    (2)
    Financial Statement Schedules

        Not Applicable.

Item 17.    Undertakings.

    (1)
    The undersigned registrant hereby undertakes:

    (a)
    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

    (i)
    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

    (ii)
    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

    (iii)
    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

      (b)
      That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (c)
      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (d)
      That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

      (i)
      Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

      (ii)
      Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering

II-4


          made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

      (e)
      That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

      (i)
      Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

      (ii)
      Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

      (iii)
      The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

      (iv)
      Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

    (2)
    The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (3)
    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the

II-5


      securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

    (4)
    The undersigned registrant hereby undertakes that:

    (a)
    For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

    (b)
    For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (5)
    The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act ("Act") in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

II-6



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA GAS STORAGE PARTNERS LLC

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer (Principal Executive Officer)   October 24, 2011

*

DAVID F. POPE

 

Director

 

October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

DEBORAH M. FRETZ

 

Director

 

October 24, 2011

*

JAMES G. JACKSON

 

Director

 

October 24, 2011

*

E. BARTOW JONES

 

Director

 

October 24, 2011

*

STEPHEN C. MUTHER

 

Director

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director

 

October 24, 2011

II-7


Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Director   October 24, 2011

*

ANDREW W. WARD

 

Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-8


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA GAS STORAGE US, LLC

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

E. BARTOW JONES

 

Director

 

October 24, 2011

*

ANDREW W. WARD

 

Director

 

October 24, 2011

*

WILLIAM H. SHEA, JR.

 

Director

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-9


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA GAS STORAGE US FINANCE CORP.

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director

 

October 24, 2011

*

WILLIAM H. SHEA, JR.

 

Director

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director

 

October 24, 2011

*

E. BARTOW JONES

 

Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-10


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA GAS STORAGE CANADA ULC

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director

 

October 24, 2011

*

WILLIAM H. SHEA, JR.

 

Director

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-11


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA GAS STORAGE CANADA FINANCE CORP.

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*


SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director

 

October 24, 2011

*

E. BARTOW JONES

 

Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-12


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    ACCESS GAS SERVICES (ONTARIO) INC.

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

JASON A. DUBCHAK

 

Vice President, General Counsel, Corporate Secretary and Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-13


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    ACCESS GAS SERVICES INC.

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

JASON A. DUBCHAK

 

Vice President, General Counsel, Corporate Secretary and Director

 

October 24, 2011

*

TOM DIXON

 

Vice President and Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-14


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    AECO GAS STORAGE PARTNERSHIP
BY NISKA GAS STORAGE CANADA ULC, ITS
MANAGING PARTNER

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director of Niska Gas Storage Canada ULC, Managing Partner of AECO Gas Storage Partnership (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer of Niska Gas Storage Canada ULC, Managing Partner of AECO Gas Storage Partnership (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director of Niska Gas Storage Canada ULC, Managing Partner of AECO Gas Storage Partnership

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director of Niska Gas Storage Canada ULC, Managing Partner of AECO Gas Storage Partnership

 

October 24, 2011

*

WILLIAM H. SHEA, JR.

 

Director of Niska Gas Storage Canada ULC, Managing Partner of AECO Gas Storage Partnership

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-15


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    ENERSTREAM AGENCY SERVICES INC.

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

JASON A. DUBCHAK

 

Vice President, General Counsel, Corporate Secretary and Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-16


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA GAS STORAGE CANADA, L.P.
BY NISKA GP ULC, ITS GENERAL PARTNER

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director of Niska GP ULC, General Partner of Niska Gas Storage Canada, L.P. (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer of Niska GP ULC, General Partner of Niska Gas Storage Canada, L.P. (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director of Niska GP ULC, General Partner of Niska Gas Storage Canada, L.P.

 

October 24, 2011

*

E. BARTOW JONES

 

Director of Niska GP ULC, General Partner of Niska Gas Storage Canada, L.P.

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director of Niska GP ULC, General Partner of Niska Gas Storage Canada, L.P.

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-17


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA GAS STORAGE OPERATIONS LLC
BY NISKA GAS STORAGE PARTNERS LLC, ITS SOLE MEMBER

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer and Chief Operating Officer
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer of Niska Gas Storage Partners LLC, Sole Member of Niska Gas Storage Operations LLC (Principal Executive Officer)   October 24, 2011

*

DAVID F. POPE

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska Gas Storage Operations LLC

 

October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer of Niska Gas Storage Partners LLC, Sole Member of Niska Gas Storage Operations LLC (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska Gas Storage Operations LLC

 

October 24, 2011

*

WILLIAM H. SHEA, JR.

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska Gas Storage Operations LLC

 

October 24, 2011

II-18


Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

GEORGE A. O'BRIEN
  Director of Niska Gas Storage Partners LLC, Sole Member of Niska Gas Storage Operations LLC   October 24, 2011

*

E. BARTOW JONES

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska Gas Storage Operations LLC

 

October 24, 2011

*

DEBORAH M. FRETZ

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska Gas Storage Operations LLC

 

October 24, 2011

*

STEPHEN C. MUTHER

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska Gas Storage Operations LLC

 

October 24, 2011

*

JAMES G. JACKSON

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska Gas Storage Operations LLC

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-19


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA GAS STORAGE, LLC

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director

 

October 24, 2011

*

WILLIAM H. SHEA, JR.

 

Director

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-20


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA GAS TRANSPORT INC.

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director

 

October 24, 2011

*

WILLIAM H. SHEA, JR.

 

Director

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-21


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA GP ALBERTA ULC

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director

 

October 24, 2011

*

WILLIAM H. SHEA, JR.

 

Director

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-22


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA GP ULC

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director

 

October 24, 2011

*

E. BARTOW JONES

 

Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-23


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

  NISKA GS HOLDINGS I, L.P.

  BY NISKA US GP LLC, ITS GENERAL PARTNER

  BY NISKA GAS STORAGE PARTNERS LLC, ITS SOLE MEMBER



 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer of Niska Gas Storage Partners LLC, Sole Member of Niska GP US LLC, General Partner of Niska GS Holdings I, L.P. (Principal Executive Officer)   October 24, 2011

*

DAVID F. POPE

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska GP US LLC, General Partner of Niska GS Holdings I, L.P.

 

October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer of Niska Gas Storage Partners LLC, Sole Member of Niska GP US LLC, General Partner of Niska GS Holdings I, L.P. (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska GP US LLC, General Partner of Niska GS Holdings I, L.P.

 

October 24, 2011

II-24


Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

DEBORAH M. FRETZ
  Director of Niska Gas Storage Partners LLC, Sole Member of Niska GP US LLC, General Partner of Niska GS Holdings I, L.P.   October 24, 2011

*

WILLIAM H. SHEA, JR.

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska GP US LLC, General Partner of Niska GS Holdings I, L.P.

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska GP US LLC, General Partner of Niska GS Holdings I, L.P.

 

October 24, 2011

*

E. BARTOW JONES

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska GP US LLC, General Partner of Niska GS Holdings I, L.P.

 

October 24, 2011

*

STEPHEN C. MUTHER

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska GP US LLC, General Partner of Niska GS Holdings I, L.P.

 

October 24, 2011

*

JAMES G. JACKSON

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska GP US LLC, General Partner of Niska GS Holdings I, L.P.

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-25


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA GS HOLDINGS II, L.P.
BY NISKA GP ULC, ITS GENERAL PARTNER

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director of Niska GP ULC, General Partner of Niska GS Holdings II, L.P. (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer of Niska GP ULC, General Partner of Niska GS Holdings II, L.P. (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director of Niska GP ULC, General Partner of Niska GS Holdings II, L.P.

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director of Niska GP ULC, General Partner of Niska GS Holdings II, L.P.

 

October 24, 2011

*

E. BARTOW JONES

 

Director of Niska GP ULC, General Partner of Niska GS Holdings II, L.P.

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-26


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA HOLDCO ULC

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director

 

October 24, 2011

*

E. BARTOW JONES

 

Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-27


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA PARTNERS COÖPERATIEF U.A.

 

 

By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
Managing Director A

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
/s/ JASON A. DUBCHAK

JASON A. DUBCHAK
  Managing Director A (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Managing Director A

 

October 24, 2011

*

TJALLING HUISMAN

 

Managing Director B

 

October 24, 2011

*

N.J.J.M. WOLTHUIS-GEERAEDTS

 

Managing Director B

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-28


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA PARTNERS MANAGEMENT ULC

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director

 

October 24, 2011

*

E. BARTOW JONES

 

Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-29


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    NISKA US GP LLC
BY NISKA GAS STORAGE PARTNERS LLC, ITS SOLE MEMBER

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer of Niska Gas Storage Partners LLC, Sole Member of Niska US GP LLC (Principal Executive Officer)   October 24, 2011

*

DAVID F. POPE

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska US GP LLC

 

October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer of Niska Gas Storage Partners LLC, Sole Member of Niska US GP LLC (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska US GP LLC

 

October 24, 2011

*

WILLIAM H. SHEA, JR.

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska US GP LLC

 

October 24, 2011

II-30


Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

GEORGE A. O'BRIEN
  Director of Niska Gas Storage Partners LLC, Sole Member of Niska US GP LLC   October 24, 2011

*

E. BARTOW JONES

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska US GP LLC

 

October 24, 2011

*

DEBORAH M. FRETZ

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska US GP LLC

 

October 24, 2011

*

STEPHEN C. MUTHER

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska US GP LLC

 

October 24, 2011

*

JAMES G. JACKSON

 

Director of Niska Gas Storage Partners LLC, Sole Member of Niska US GP LLC

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-31


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    SALT PLAINS STORAGE, LLC

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director

 

October 24, 2011

*

WILLIAM H. SHEA, JR.

 

Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-32


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Province of Alberta, on October 24, 2011.

    WILD GOOSE STORAGE, LLC

 

 

By:

 

/s/ SIMON DUPÉRÉ

Simon Dupéré
Interim President and Chief Executive Officer
and Chief Operating Officer and Director
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated.

Signatures
 
Title
 
Date

 

 

 

 

 

 

 
*

SIMON DUPÉRÉ
  Interim President and Chief Executive Officer and Chief Operating Officer and Director (Principal Executive Officer)   October 24, 2011

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

October 24, 2011

*

ANDREW W. WARD

 

Director

 

October 24, 2011

*

GEORGE A. O'BRIEN

 

Director

 

October 24, 2011

*

WILLIAM H. SHEA, JR.

 

Director

 

October 24, 2011

*By:

 

/s/ JASON A. DUBCHAK

Jason A. Dubchak
as
attorney in fact

 

 

 

 

II-33



INDEX TO EXHIBITS

  *1.1   Form of Underwriting Agreement

 

3.1

 

Certificate of formation of Niska Gas Storage Partners LLC (incorporated by reference to exhibit 3.1 to Amendment No. 2 to the Company's registration statement on Form S-1 (Registration No. 333-165007), filed on April 15, 2010).

 

3.2

 

First Amended and Restated Operating Agreement of Niska Gas Storage Partners LLC, dated May 17, 2010 (incorporated by reference to exhibit 3.1 of the Company's Current Report on Form 8-K filed on May 19, 2010).

 

3.3

 

Certificate of Formation of Niska Gas Storage US, LLC dated February 27, 2006 (incorporated by reference to exhibit 3.3 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.4

 

Certificate of Amendment to the Certificate of Formation of Niska Gas Storage US, LLC, dated April 18, 2006 (incorporated by reference to exhibit 3.4 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.5

 

Amended and Restated Limited Liability Company Agreement of Niska Gas Storage US, LLC, dated May 10, 2006 (incorporated by reference to exhibit 3.5 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.6

 

Certificate of Incorporation of Niska Gas Storage US Finance Corp., dated February 18, 2010 (incorporated by reference to exhibit 3.6 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.7

 

Bylaws of Niska Gas Storage US Finance Corp., dated February 18, 2010 (incorporated by reference to exhibit 3.7 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.8

 

Certificate of Limited Partnership of Niska Gas Storage Canada, L.P., dated April 10, 2006 (incorporated by reference to exhibit 3.8 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.9

 

Certificate of Amendment to the Certificate of Limited Partnership of Niska Gas Storage Canada, L.P., dated April 18, 2006 (incorporated by reference to exhibit 3.9 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.10

 

Certificate of Amendment to the Certificate of Limited Partnership of Niska Gas Storage Canada, L.P., dated June 21, 2010 (incorporated by reference to exhibit 3.10 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.11

 

Agreement of Limited Partnership of Niska Gas Storage Canada, L.P., dated May 10, 2006 (incorporated by reference to exhibit 3.11 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.12

 

Certificate of Formation of Niska Gas Storage Operations LLC dated March 11, 2010 (incorporated by reference to exhibit 3.12 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

II-34


  3.13   Limited Liability Company Agreement of Niska Gas Storage Operations LLC, dated March 11, 2010 (incorporated by reference to exhibit 3.13 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.14

 

Certificate of Formation of Niska Gas Storage LLC, dated May 4, 2006 (incorporated by reference to exhibit 3.14 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.15

 

Limited Liability Company Agreement of Niska Gas Storage LLC, dated May 4, 2006 (incorporated by reference to exhibit 3.15 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.16

 

Certificate of Incorporation of Niska Gas Transport Inc., dated August 28, 2009 (incorporated by reference to exhibit 3.16 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.17

 

Bylaws of Niska Gas Transport Inc., dated August 28, 2009 (incorporated by reference to exhibit 3.17 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.18

 

Certificate of Limited Partnership of Niska GS Holdings I, L.P., dated March 16, 2006 (incorporated by reference to exhibit 3.18 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.19

 

Certificate of Amendment to Certificate of Limited Partnership of Niska GS Holdings I, L.P. dated April 10, 2006 (incorporated by reference to exhibit 3.19 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.20

 

Certificate of Amendment to Certificate of Limited Partnership of Niska GS Holdings I, L.P. dated April 17, 2006 (incorporated by reference to exhibit 3.20 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.21

 

Certificate of Amendment to Certificate of Limited Partnership of Niska GS Holdings I, L.P. dated June 21, 2010 (incorporated by reference to exhibit 3.21 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.22

 

Amended and Restated Agreement of Limited Partnership of Niska GS Holdings I, L.P., dated March 5, 2010 (incorporated by reference to exhibit 3.22 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.23

 

Certificate of Limited Partnership of Niska GS Holdings, II L.P., dated January 23, 2006 (incorporated by reference to exhibit 3.23 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.24

 

Certificate of Amendment to Certificate of Limited Partnership of Niska GS Holdings II, L.P. dated April 10, 2006 (incorporated by reference to exhibit 3.24 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

II-35


  3.25   Certificate of Amendment to Certificate of Limited Partnership of Niska GS Holdings II, L.P. dated April 17, 2006 (incorporated by reference to exhibit 3.25 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.26

 

Certificate of Amendment to Certificate of Limited Partnership of Niska GS Holdings II, L.P. dated June 21, 2010 (incorporated by reference to exhibit 3.26 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.27

 

Amended and Restated Agreement of Limited Partnership of Niska GS Holdings II, L.P., dated March 5, 2010 (incorporated by reference to exhibit 3.27 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.28

 

Certificate of Formation of Niska US GP dated March 2, 2010 (incorporated by reference to exhibit 3.28 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.29

 

Limited Liability Company Agreement of Niska US GP LLC, dated March 2, 2010 (incorporated by reference to exhibit 3.29 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.30

 

Certificate of Formation of Salt Plains Storage, LLC dated May 4, 2006 (incorporated by reference to exhibit 3.30 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.31

 

Limited Liability Company Agreement of Salt Plains Storage, LLC, dated May 4, 2006 (incorporated by reference to exhibit 3.31 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.32

 

Certificate of Formation of Wild Goose Storage, LLC dated November 10, 2006 (incorporated by reference to exhibit 3.32 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.33

 

Limited Liability Company Agreement of Wild Goose Storage, LLC, dated November 9, 2006 (incorporated by reference to exhibit 3.33 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.34

 

Deed of Incorporation of Niska Partners Coöperatief U.A. dated April 21, 2010 (incorporated by reference to exhibit 3.34 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.35

 

Intentionally Omitted.

 

3.36

 

Intentionally Omitted.

 

3.37

 

Certificate of Incorporation of Access Gas Services (Ontario) Inc., dated August 19, 2008 (incorporated by reference to exhibit 3.37 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.38

 

Bylaws of Access Gas Services (Ontario) Inc. (incorporated by reference to exhibit 3.38 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.39

 

Certificate of Incorporation of Access Gas Services Inc., dated October 6, 2006 (incorporated by reference to exhibit 3.39 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

II-36


  3.40   Certificate of Change of Name of Access Gas Services Inc., dated October 6, 2006 (incorporated by reference to exhibit 3.40 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.41

 

Articles of Association of Access Gas Services Inc., dated October 5, 2006 (incorporated by reference to exhibit 3.41 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.42

 

Declaration of Partnership of AECO Gas Storage Partnership, dated October 14, 2005 (incorporated by reference to exhibit 3.42 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.43

 

Amendment to the Declaration of Partnership of AECO Gas Storage Partnership, dated July 13, 2006 (incorporated by reference to exhibit 3.43 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.44

 

AECO Gas Storage Partnership Agreement, dated October 14, 2005 (incorporated by reference to exhibit 3.44 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.45

 

Certificate of Incorporation of Enerstream Agency Services, Inc. dated August 19, 2008 (incorporated by reference to exhibit 3.45 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.46

 

Bylaws of Enerstream Agency Services Inc. (incorporated by reference to exhibit 3.46 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.47

 

Certificate of Incorporation of Niska Gas Storage Canada Finance Corp. dated February 19, 2010 (incorporated by reference to exhibit 3.47 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.48

 

Bylaws of Niska Gas Storage Canada Finance Corp. (incorporated by reference to exhibit 3.48 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.49

 

Certificate of Incorporation of Niska Gas Storage Canada ULC, dated March 2, 2006 (incorporated by reference to exhibit 3.49 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.50

 

Certificate of Amendment of Niska Gas Storage Canada ULC, dated April 20, 2006 (incorporated by reference to exhibit 3.50 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.51

 

Certificate of Amalgamation of Niska Gas Storage Canada ULC, dated July 13, 2006 (incorporated by reference to exhibit 3.51 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.52

 

Certificate of Amalgamation of Niska Gas Storage Canada ULC, dated July 13, 2006 (incorporated by reference to exhibit 3.52 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.53

 

Bylaws of Niska Gas Storage Canada ULC (incorporated by reference to exhibit 3.53 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

II-37


  3.54   Certificate of Incorporation of Niska GP Alberta ULC, dated May 9, 2006 (incorporated by reference to exhibit 3.54 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.55

 

Bylaws of Niska GP Alberta ULC (incorporated by reference to exhibit 3.55 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.56

 

Certificate of Incorporation of Niska GP ULC, dated April 28, 2010 (incorporated by reference to exhibit 3.56 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.57

 

Bylaws of Niska GP ULC (incorporated by reference to exhibit 3.57 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.58

 

Certificate of Incorporation of Niska Holdco ULC, dated April 26, 2010 (incorporated by reference to exhibit 3.58 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.59

 

Bylaws of Niska Holdco ULC (incorporated by reference to exhibit 3.59 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.60

 

Certificate of Incorporation of Niska Partners Management ULC, dated April 23, 2010 (incorporated by reference to exhibit 3.60 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.61

 

Certificate of Amendment and Registration of Restated Articles of Niska Partners Management ULC, dated April 23, 2010 (incorporated by reference to exhibit 3.61 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

3.62

 

Bylaws of Niska Partners Management ULC (incorporated by reference to exhibit 3.62 to Amendment No. 1 to the Company's registration statement on Form S-4 (Registration No. 333-170911), filed on January 12, 2011).

 

**4.1

 

Form of Senior Indenture.

 

**4.2

 

Form of Subordinated Indenture.

 

**4.3

 

Form of Senior Debt Securities.

 

**4.4

 

Form of Subordinated Debt Securities.

 

**4.5

 

Form of Unit Agreement.

 

**4.6

 

Form of Unit Certificate.

 

**5.1

 

Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.

 

5.2

 

Opinion of Bennett Jones LLP.

 

5.3

 

Opinion of Patterson Adams.

 

5.4

 

Opinion of De Brauw Blackstone Westbroek N.V.

 

**8.1

 

Opinion of Vinson & Elkins L.L.P. relating to tax matters.

 

8.2

 

Opinion of Bennett Jones LLP relating to tax matters.

II-38


  **12.1   Statement of Computation of Ratio of Earnings to Fixed Charges.

 

**23.1

 

Consent of KPMG LLP.

 

**23.2

 

Consent of KPMG LLP.

 

**23.3

 

Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1).

 

23.4

 

Consent of Bennet Jones LLP (included in Exhibits 5.2 and 8.2).

 

23.5

 

Consent of Patterson Adams (included in Exhibit 5.3).

 

23.6

 

Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibit 5.4).

 

**24.1

 

Powers of Attorney (contained on signature page).

 

**24.2

 

Power of Attorney of Simon Dupéré.

 

*†25.1

 

Statement of Eligibility and Qualification of the Trustee under the Senior Indenture under the Trust Indenture Act of 1939, as amended, on Form T-1.

 

*†25.2

 

Statement of Eligibility and Qualification of the Trustee under the Subordinated Indenture under the Trust Indenture Act of 1939, as amended, on Form T-1.

*
To be filed, if necessary, by amendment or as an exhibit to a current report on Form 8-K of the registrant.

**
Previously filed.

To be filed under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended.

II-39




QuickLinks

TABLE OF ADDITIONAL REGISTRANT GUARANTORS
Explanatory Note
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES
INDEX TO EXHIBITS
EX-5.2 2 a2205969zex-5_2.htm EX-5.2

Exhibit 5.2

 

GRAPHIC

GRAPHIC

 

October 24, 2011

 

Niska Gas Storage Partners LLC

1001 Fannin Street, Suite 2500

Houston, TX 77002

 

Dear Sirs/Mesdames:

 

Re:                               Registration Statement on Form S-3 (Reg. No. 333-174988)

 

Introduction

 

We have acted as special Alberta and Ontario counsel to Niska Gas Storage Partners LLC, a Delaware limited liability company (“Niska LLC”), in connection with the Registration Statement on Form S-3 (Reg. No. 333-174988) (the “Registration Statement”) filed by Niska LLC, Niska Gas Storage US, LLC, a Delaware limited liability company (“Niska US”), Niska Gas Storage US Finance Corp., a Delaware corporation (“US Finco”), Niska Gas Storage Canada ULC, an Alberta unlimited liability corporation (“Niska Canada”), and Niska Gas Storage Canada Finance Corp., an Alberta corporation (“Canadian Finco”, and collectively with Niska LLC, Niska US, US Finco and Niska Canada, the “Issuers”) and certain other subsidiaries identified on Schedule I hereto (together with the Issuers, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Securities Act”).

 

The Registration Statement relates to the offering, from time to time, as set forth in the Registration Statement and the prospectus contained therein (the “Prospectus”) and as will be set forth in one or more supplements to the Prospectus (each a “Prospectus Supplement”), of (i) common units (“Common Units”) representing limited liability company interests in Niska LLC, (ii) debt securities (“Debt Securities”) of any of the Issuers or any combination thereof, (iii) guarantees (“Guarantees”) by any of the Issuers or one or more of their respective subsidiaries, including AECO Gas Storage Partnership, an Alberta general partnership (“AECO”), Niska GP Alberta ULC, an Alberta unlimited liability corporation (“Niska GP Alberta”), Niska GP ULC, an Alberta unlimited liability corporation (“Niska GP”), Niska Holdco ULC, an Alberta unlimited liability corporation (“Holdco”), Niska Partners Management ULC, an Alberta unlimited liability corporation (“Management ULC”), EnerStream Agency Services Inc., an Ontario corporation (“EnerStream”) and Access Gas Services (Ontario) Inc., an Ontario corporation (“ON Access Gas”, and collectively with AECO, Niska GP Alberta, Niska GP, Holdco, Management ULC and EnerStream, the “Canadian Subsidiary Guarantors”), and (iv) units (“Units”) consisting of any combination of Common Units, Debt Securities and Guarantees, all having an aggregate offering price not to exceed US$1,250,000,000, in each case on terms to be determined at the time of each offering.  The Common Units, Debt Securities, Guarantees and Units are referred to collectively as “Securities”, and Niska Canada, Canadian Finco and the Canadian Subsidiary Guarantors are referred to collectively as the “Canadian Issuers” and individually as a “Canadian Issuer”.  Debt Securities may also be convertible into or exchangeable for Common Units or other Securities.

 

The Debt Securities are to be issued pursuant to a senior indenture (the “Senior Indenture”) or a subordinated indenture (the “Subordinated Indenture”, and together with the Senior Indenture, the

 



 

Indentures”), in each case between the applicable Issuers and a trustee to be appointed with respect to the Debt Securities to be issued.  The Indentures, the forms of which are included as exhibits to the Registration Statement, are to be executed and delivered at the time the Issuers issue any Debt Securities governed by such Indentures.

 

In arriving at the opinions expressed below, we have examined the following:

 

1.                                       the Registration Statement and the Prospectus; and

 

2.                                       the forms of the Indentures attached as exhibits to the Registration Statement.

 

In addition, we have reviewed such corporate records, agreements, documents and other instruments, made such other investigations, examined such certificates of public authorities, corporate and partnership records and other documents certified or otherwise identified to our satisfaction, and considered such questions of law as we have considered necessary or relevant to provide the opinions expressed herein.

 

Applicable Law

 

We are solicitors qualified to carry on the practice of law in Alberta and Ontario and we express no opinions as to any laws, or any matters governed by any laws, other than the laws of Alberta and the federal laws of Canada applicable in Alberta (collectively, “Alberta Law”) and the laws of Ontario and the federal laws of Canada applicable in Ontario (collectively, “Ontario Law”).

 

Assumptions

 

In providing the opinions expressed herein, we have assumed:

 

(a)                                  the genuineness of all signatures on all documents submitted to us as originals and on the originals of all documents submitted to us as copies;

 

(b)                                 the authenticity of all documents submitted to us as originals and the originals of all documents submitted to us as copies;

 

(c)                                  the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile, PDF or photostatic copies of original documents;

 

(d)                                 no issuance of Securities will be a “distribution” or “trade” (as such terms are defined in the Securities Act (Alberta) and the Securities Act (Ontario)) of any securities in Alberta or Ontario;

 

(e)                                  no order, ruling or decision of any court or regulatory or administrative body is in effect at any material time that restricts any trades in securities of any of the Issuers or that affects any person or company (including Niska Canada, Canadian Finco or any of their respective affiliates) that engages in such a trade;

 

(f)                                    there is no foreign law (as to which we have made no independent investigation) that would affect the opinions expressed herein;

 

2



 

(g)                                 at the time of issuance of any Securities by one or more of the Canadian Issuers:

 

(i)                                     the Registration Statement (including all necessary post-effective amendments) has become effective under the Securities Act and such effectiveness has not been terminated or rescinded;

 

(ii)                                  an appropriate Prospectus Supplement with respect to such Securities has been prepared and filed in compliance with the Securities Act and the applicable rules and regulations thereunder;

 

(iii)                               such Securities have been offered, issued and sold in compliance with applicable United States federal and state securities laws and in the manner stated in the Registration Statement, the Prospectus and the appropriate Prospectus Supplement;

 

(iv)                              if such Securities are to be issued or sold pursuant to a definitive purchase, subscription, underwriting or similar agreement, such agreement has been duly authorized, executed and delivered by the Issuers and, if applicable, Guarantors of such Securities and the other parties thereto;

 

(v)                                 each of the Canadian Issuers that issues any such Securities validly exists and is duly qualified and in good standing under the laws of its jurisdiction of incorporation or establishment and has the necessary corporate or partnership power and authority to issue such Securities and to execute and deliver such Securities and any applicable Indentures;

 

(vi)                              such Securities and any applicable Indentures have been duly authorized, executed and delivered by the trustee, if any, and the other parties thereto and constitute legally valid and binding obligations of the parties thereto, enforceable against each of them in accordance with their respective terms;

 

(vii)                           the terms of such Securities and of their issuance and sale

 

(A)                              have been duly established in accordance with the constating documents of the applicable Canadian Issuers,

 

(B)                                do not violate any applicable law or any applicable Indentures,

 

(C)                                do not result in a default under or breach of any agreement or instrument binding upon any of the applicable Canadian Issuers, and

 

(D)                               comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the applicable Canadian Issuers and the applicable trustee, if any;

 

(viii)                        each of such Canadian Issuers (other than AECO) has taken all necessary corporate action, including the adoption of a resolution or resolutions of its directors, in form and content as required by applicable law, to approve the

 

3



 

issuance and terms of its Securities and any applicable Indenture, the execution and delivery thereof, the consideration to be received for such Securities, and related matters (the “Corporate Authorization”);

 

(ix)                                if AECO is issuing any of such Securities, the partners of AECO have taken all necessary partner action, including the adoption of a resolution or resolutions of the partners, in form and content as required by the partnership agreement governing AECO and in form and content as required by applicable law, to approve the issuance and terms of its Securities, the execution and delivery thereof, the consideration to be received for such Securities, and related matters (the “Partnership Authorization”);

 

(x)                                   each of such Canadian Issuers has received the agreed upon consideration for the issuance of its Securities and such Securities have been delivered by or on behalf of such Canadian Issuer against payment therefor; and

 

(xi)                                such Securities have been duly authorized, established, certificated, executed, delivered, countersigned, and registered, as applicable, in accordance with the applicable constating documents (including partnership agreement) of such Canadian Issuers, applicable law, any applicable Indentures, and the applicable Corporate Authorizations and Partnership Authorization; and

 

(h)                                 at the time of execution and delivery of any documents relating to the Securities or the offering thereof that are executed by parties other than the Canadian Issuers:

 

(i)                                     such parties have the power, whether corporate, limited liability company, partnership or other, to enter into and perform their respective obligations thereunder;

 

(ii)                                  such documents are duly authorized by all requisite action, whether corporate, limited liability company, partnership or other, of such parties;

 

(iii)                               such documents are duly executed and delivered by such parties; and

 

(iv)                              to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties.

 

Opinions

 

Based upon and subject to the foregoing, and having regard to such other legal considerations as we deem relevant, we are of the opinion that:

 

1.                                       The Debt Securities of Niska Canada, when issued and sold in accordance with the provisions of the Registration Statement, the Prospectus, the applicable Prospectus Supplement and the applicable Indenture, duly authenticated by the trustee under such Indenture, and duly executed and delivered by Niska Canada against payment therefor in accordance with the terms of such Indenture and as contemplated by the Registration

 

4



 

Statement, the Prospectus and the applicable Prospectus Supplement, will be validly issued and will constitute valid and binding obligations of Niska Canada.

 

2.                                       The Debt Securities of Canadian Finco, when issued and sold in accordance with the provisions of the Registration Statement, the Prospectus, the applicable Prospectus Supplement and the applicable Indenture, duly authenticated by the trustee under such Indenture, and duly executed and delivered by Canadian Finco against payment therefor in accordance with the terms of such Indenture and as contemplated by the Registration Statement, the Prospectus and the applicable Prospectus Supplement, will be validly issued and will constitute valid and binding obligations of Canadian Finco.

 

3.                                       The Guarantees of Niska Canada, Canadian Finco and the Canadian Subsidiary Guarantors, when issued in accordance with the Registration Statement, the Prospectus, the applicable Prospectus Supplement and the applicable Indenture, will be validly issued and will constitute valid and binding obligations of each of Niska Canada, Canadian Finco and the Canadian Subsidiary Guarantors, as applicable.

 

Qualifications

 

The enforceability of the Debt Securities and Guarantees of the Canadian Issuers set forth in the opinions in paragraphs 1, 2 and 3 is subject to the following:

 

(a)                                  applicable bankruptcy, insolvency, limitation, moratorium, reorganization, arrangement, fraudulent transfer, preference, winding-up or other laws affecting the enforcement of creditors’ rights generally;

 

(b)                                 general principles of equity, including that all equitable remedies, including specific performance and injunctive relief, are in the discretion of the court having jurisdiction, and may, for example, not be available where damages are considered to be an adequate remedy;

 

(c)                                  the equitable, statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments;

 

(d)                                 applicable laws regarding limitations of actions;

 

(e)                                  the fact that rights to indemnity and contribution under, or that arise out of, the Debt Securities and Guarantees may be limited or unavailable under applicable law;

 

(f)                                    the fact that any provision of an agreement or document that a court of competent jurisdiction finds to be against public policy or unconscionable may not be valid, binding or enforceable and may render the remainder of the relevant agreement or document invalid, non-binding or unenforceable;

 

(g)                                 the fact that any provision of an agreement or document purporting to allow severance of any invalid, illegal or unenforceable provision may not be valid, binding or enforceable;

 

5



 

(h)                                 the fact that any provision of an agreement or document purporting to exculpate a party from liability or a duty or obligation otherwise owed by it may not be valid, binding or enforceable; and

 

(i)                                     the fact that any provision of an agreement or document providing for the recovery of fees, costs, expenses and other amounts from a party thereto may be restricted by a court of competent jurisdiction to the recovery of a reasonable amount only, and the proviso that counsel fees may be subject to taxation.

 

Reliance Limitation

 

This opinion letter has been prepared for your use in connection with the Registration Statement and may not be relied upon by any other party or in respect of any other matter without our express written consent; provided, however, that purchasers of Securities may rely on this opinion letter and Vinson & Elkins L.L.P. may rely on this opinion letter for the purpose of its opinion to be provided in connection with the Registration Statement. This opinion letter relates solely to the matters set forth above and we express no opinion, whether expressly, by implication or otherwise, as to any other matter relating to any of the Issuers, the Registration Statement, the Prospectus, or any of the Securities.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus.  In providing such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

Yours truly,

 

/s/ Bennett Jones LLP

 

6



 

SCHEDULE I

 

Access Gas Services (Ontario) Inc.

Access Gas Services Inc.

AECO Gas Storage Partnership

EnerStream Agency Services Inc.

Niska Gas Storage Canada, L.P.

Niska Gas Storage Operations LLC

Niska Gas Storage LLC

Niska Gas Transport Inc.

Niska GP Alberta ULC

Niska GP ULC

Niska GS Holdings I, LP

Niska GS Holdings II, LP

Niska Holdco ULC

Niska Partners Coöperatief U.A.

Niska Partners Management ULC

Niska US GP LLC

Salt Plains Storage, LLC

Wild Goose Storage, LLC

 



EX-5.3 3 a2205969zex-5_3.htm EX-5.3

Exhibit 5.3

 

PATTERSON

ADAMS

Barristers & Solicitors

 

John D. Patterson

(2004)

David Adams

Les Jamieson*

 

Associate Counsel:

Jack Angus

Craig Beveridge*

 

402 - 707 Fort St.

Victoria  BC

Canada

 

Mailing Address:

PO Box 1231

Victoria  BC

Canada  V8W 2T6

 

Writer’s Direct Line:

250-383-8312

 

Phone:

250- 360-2991

 

Fax:

250- 360-2979

 

*Denotes Personal

Law Corporation

 

October 24, 2011

 

Niska Gas Storage Partners LLC

1001 Fannin Street, Suite 2500

Houston, TX 77002

 

Dear Sirs/Mesdames:

 

Re:                             Registration Statement on Form S-3

 

Introduction

 

We have acted as special British Columbia counsel to Niska Gas Storage Partners LLC, a Delaware limited liability company (“Niska LLC”), in connection with the Registration Statement on Form S-3 (Reg. No. 333-174988) (the “Registration Statement”) filed by Niska LLC, Niska Gas Storage US, LLC, a Delaware limited liability company (“Niska US”), Niska Gas Storage US Finance Corp., a Delaware corporation (“US Finco”), Niska Gas Storage Canada ULC, an Alberta unlimited liability corporation (“Niska Canada”), and Niska Gas Storage Canada Finance Corp., an Alberta corporation (“Canadian Finco”, and collectively with Niska LLC, Niska US, US Finco and Niska Canada, the “Issuers”) and certain other subsidiaries identified on Schedule I hereto (together with the Issuers, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Securities Act”).

 

The Registration Statement relates to the offering, from time to time, as set forth in the Registration Statement and the prospectus contained therein (the “Prospectus”) and as will be set forth in one or more supplements to the Prospectus (each a “Prospectus Supplement”), of (i) common units (“Common Units”) representing limited liability company interests in Niska LLC, (ii) debt securities (“Debt Securities”) of any of the Issuers or any combination thereof, (iii) guarantees (“Guarantees”) by any of the Issuers or one or more of their respective subsidiaries, including Access Gas Services Inc. (“BC Access Gas”), and (iv) units (“Units”) consisting of any combination of Common Units, Debt Securities and Guarantees, all having an aggregate offering price not to exceed US$1,250,000,000, in each case on terms to be determined at the time of each offering.  The Common Units, Debt Securities, Guarantees and Units are referred to collectively as “Securities”, and Niska Canada, Canadian Finco and the BC Access Gas are referred to collectively as the “Canadian Issuers” and individually as a “Canadian Issuer”.  Debt Securities may also be convertible into or exchangeable for Common Units or other Securities.

 

The Debt Securities are to be issued pursuant to a senior indenture (the “Senior Indenture”) or a subordinated indenture (the “Subordinated Indenture”, and

 



 

together with the Senior Indenture, the “Indentures”), in each case between the applicable Issuers and a trustee to be appointed with respect to the Debt Securities to be issued.  The Indentures, the forms of which are included as exhibits to the Registration Statement, are to be executed and delivered at the time the Issuers issue any Debt Securities governed by such Indentures.

 

In arriving at the opinions expressed below, we have examined the following:

 

1.                                       the Registration Statement and the Prospectus; and

 

2.                                       the forms of the Indentures attached as exhibits to the Registration Statement.

 

In addition, we have reviewed such corporate records, agreements, documents and other instruments, made such other investigations, examined such certificates of public authorities, corporate and partnership records and other documents certified or otherwise identified to our satisfaction, and considered such questions of law as we have considered necessary or relevant to provide the opinions expressed herein.

 

Applicable Law

 

We are solicitors qualified to carry on the practice of law in British Columbia and we express no opinions as to any laws, or any matters governed by any laws, other than the laws of British Columbia and the federal laws of Canada applicable in British Columbia (collectively, “BC Law”).

 

Assumptions

 

In providing the opinions expressed herein, we have assumed:

 

(a)                                  the genuineness of all signatures on all documents submitted to us as originals and on the originals of all documents submitted to us as copies;

 

(b)                                 the authenticity of all documents submitted to us as originals and the originals of all documents submitted to us as copies;

 

(c)                                  the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile, PDF or photostatic copies of original documents;

 

(d)                                 no issuance of Securities will be a “distribution” or “trade” (as such terms are defined in the Securities Act (British Columbia) of any securities in British Columbia;

 

(e)                                  no order, ruling or decision of any court or regulatory or administrative body is in effect at any material time that restricts any trades in securities of any of the Issuers or that affects any person or company (including Niska Canada, Canadian Finco or any of their respective affiliates) that engages in such a trade;

 

(f)                                    there is no foreign law (as to which we have made no independent investigation) that would affect the opinions expressed herein;

 

(g)                                 at the time of issuance of any Securities by BC Access Gas:

 

2



 

(i)                                     the Registration Statement (including all necessary post-effective amendments) has become effective under the Securities Act and such effectiveness has not been terminated or rescinded;

 

(ii)                                  an appropriate Prospectus Supplement with respect to such Securities has been prepared and filed in compliance with the Securities Act and the applicable rules and regulations thereunder;

 

(iii)                               such Securities have been offered, issued and sold in compliance with applicable United States federal and state securities laws and in the manner stated in the Registration Statement, the Prospectus and the appropriate Prospectus Supplement;

 

(iv)                              if such Securities are to be issued or sold pursuant to a definitive purchase, subscription, underwriting or similar agreement, such agreement has been duly authorized, executed and delivered by the Issuers and, if applicable, Guarantors of such Securities and the other parties thereto;

 

(v)                                 at the time of issuance of any such Securities, BC Access Gas validly exists and is duly qualified and in good standing under the laws of its jurisdiction of incorporation or establishment and has the necessary corporate or partnership power and authority to issue such Securities and to execute and deliver such Securities and any applicable Indentures;

 

(vi)                              such Securities and any applicable Indentures have been duly authorized, executed and delivered by the trustee, if any, and the other parties thereto and constitute legally valid and binding obligations of the parties thereto, enforceable against each of them in accordance with their respective terms;

 

(vii)                           the terms of such Securities and of their issuance and sale

 

(A)                              have been duly established in accordance with the constating documents of BC Access Gas,

 

(B)                                do not violate any applicable law or any applicable Indentures,

 

(C)                                do not result in a default under or breach of any agreement or instrument binding upon BC Access Gas, and

 

(D)                               comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over BC Access Gas and the applicable trustee, if any;

 

(viii)                        BC Access Gas has taken all necessary corporate action, including the adoption of a resolution or resolutions of its directors, in form and content as required by applicable law, to approve the issuance and terms of its Securities and any applicable Indenture, the execution and delivery thereof, the

 

3



 

 

consideration to be received for such Securities, and related matters (the “Corporate Authorization”);

 

(ix)                                BC Access Gas has received the agreed upon consideration for the issuance of its Securities and such Securities have been delivered by or on behalf of BC Access Gas against payment therefor; and

 

(x)                                   such Securities have been duly authorized, established, certificated, executed, delivered, countersigned, and registered, as applicable, in accordance with the applicable constating documents (including partnership agreement) of BC Access Gas, applicable law, any applicable Indentures, and the applicable Corporate Authorizations; and

 

(h)                                 at the time of execution and delivery of any documents relating to the Securities or the offering thereof that are executed by parties other than the Canadian Issuers:

 

(i)                                     such parties have the power, whether corporate, limited liability company, partnership or other, to enter into and perform their respective obligations thereunder;

 

(ii)                                  such documents are duly authorized by all requisite action, whether corporate, limited liability company, partnership or other, of such parties;

 

(iii)                               such documents are duly executed and delivered by such parties; and

 

(iv)                              to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties.

 

Opinions

 

Based upon and subject to the foregoing, and having regard to such other legal considerations as we deem relevant, we are of the opinion that:

 

1.                                       The Guarantees of BC Access Gas, when issued in accordance with the Registration Statement, the Prospectus, the applicable Prospectus Supplement and the applicable Indenture, will be validly issued and will constitute valid and binding obligations of BC Access Gas.

 

4



 

Qualifications

 

The enforceability of the Guarantees of BC Access Gas set forth in the opinion in paragraphs 1 is subject to the following:

 

(a)                                  applicable bankruptcy, insolvency, limitation, moratorium, reorganization, arrangement, fraudulent transfer, preference, winding-up or other laws affecting the enforcement of creditors’ rights generally;

 

(b)                                 general principles of equity, including that all equitable remedies, including specific performance and injunctive relief, are in the discretion of the court having jurisdiction, and may, for example, not be available where damages are considered to be an adequate remedy;

 

(c)                                  the equitable, statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments;

 

(d)                                 applicable laws regarding limitations of actions;

 

(e)                                  the fact that rights to indemnity and contribution under, or that arise out of, the Debt Securities and Guarantees may be limited or unavailable under applicable law;

 

(f)                                    the fact that any provision of an agreement or document that a court of competent jurisdiction finds to be against public policy or unconscionable may not be valid, binding or enforceable and may render the remainder of the relevant agreement or document invalid, non-binding or unenforceable;

 

(g)                                 the fact that any provision of an agreement or document purporting to allow severance of any invalid, illegal or unenforceable provision may not be valid, binding or enforceable;

 

(h)                                 the fact that any provision of an agreement or document purporting to exculpate a party from liability or a duty or obligation otherwise owed by it may not be valid, binding or enforceable; and

 

(i)                                     the fact that any provision of an agreement or document providing for the recovery of fees, costs, expenses and other amounts from a party thereto may be restricted by a court of competent jurisdiction to the recovery of a reasonable amount only, and the proviso that counsel fees may be subject to taxation.

 

Reliance Limitation

 

This opinion letter has been prepared for your use in connection with the Registration Statement and may not be relied upon by any other party or in respect of any other matter without our express written consent; provided, however, that purchasers of Securities may rely on this opinion and Vinson & Elkins L.L.P. may rely on this opinion for the purpose of its opinion to be provided in connection with the Registration Statement. This opinion letter relates solely to the matters set forth

 

5



 

above and we express no opinion, whether expressly, by implication or otherwise, as to any other matter relating to any of the Issuers, the Registration Statement, the Prospectus, or any of the Securities.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus.  In providing such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

Yours truly,

 

/s/ Patterson Adams

 

 

 

Patterson Adams

 

 

6



 

SCHEDULE I

 

Access Gas Services (Ontario) Inc.

Access Gas Services Inc.

AECO Gas Storage Partnership

EnerStream Agency Services Inc.

Niska Gas Storage Canada, L.P.

Niska Gas Storage Operations LLC

Niska Gas Storage LLC

Niska Gas Transport Inc.

Niska GP Alberta ULC

Niska GP ULC

Niska GS Holdings I, LP

Niska GS Holdings II, LP

Niska Holdco ULC

Niska Partners Coöperatief U.A.

Niska Partners Management ULC

Niska US GP LLC

Salt Plains Storage, LLC

Wild Goose Storage, LLC

 

7



EX-5.4 4 a2205969zex-5_4.htm EX-5.4

Exhibit 5.4

 

 

Advocaten

 

Notarissen

 

Belastingadviseurs

 

 

To Niska Partners Coöperatief U.A. (the “Cooperative”)

Claude Debussylaan 80

 

P.O. Box 75084

 

1070 AB  Amsterdam

 

 

 

T  +31 20 577 1771

 

F  +31 20 577 1775

 

 

Date 24 October 2011

J.M. van Dijk

 

 

Advocaat

 

Our ref.    M11156523/1/20512732/SD

 

 

 

Dear Sir/Madam,

 

Niska Partners Coöperatief U.A.

 

1                                        Introduction

 

I act as Dutch legal adviser (advocaat) to the Cooperative in connection with the Registration. I am instructed solely by Vinson & Elkins LLP, as U.S. legal advisers to Niska Gas Storage.

 

Certain terms used in this opinion are defined in the Annex (Definitions).

 

2                                        Dutch Law

 

This opinion is limited to Dutch law. It (including all terms used in it) is to be construed in accordance with Dutch law.

 

3                                        Scope of Inquiry

 

For the purpose of this opinion, I have examined the following documents:

 

3.1                              A copy of:

 

(a)                                  the form of each Indenture (including each Guarantee);

 

(b)                                 the Registration Statement.

 



 

 

3.2                              A copy of:

 

(a)           the Cooperative’s deed of incorporation and its articles of association, both as provided to me by the Chamber of Commerce; and

 

(b)           the Trade Register Extract.

 

In addition, I have obtained the following confirmations on the date of this opinion:

 

3.3                              Confirmation by telephone from the Chamber of Commerce that the Trade Register Extract is up to date.

 

3.4

 

(a)           Confirmation by telephone from the court registry of the District Court of the place where the Cooperative has its seat, derived from that Court’s Insolvency Register; and

 

(b)           confirmation through www.rechtspraak.nl, derived from the segment for EU registrations of the Central Insolvency Register;

 

in each case that the Cooperative is not registered as being subject to Insolvency Proceedings.

 

I have not examined any document, and do not express an opinion on, or on any reference to, any document other than the documents referred to in this paragraph 3. My examination has been limited to the text of the documents and I have not investigated the meaning and effect of any document governed by a law other than Dutch law under that other law.

 

4                                        Assumptions

 

For the purpose of this opinion, I have made the following assumptions:

 

4.1

 

(a)           Each copy document conforms to the original and each original is genuine and complete.

 

(b)           Each signature is the genuine signature of the individual concerned.

 

(c)           Each confirmation referred to in this opinion is true.

 

(d)

 

2



 

(i)                                    Each Indenture will have been entered into; and

 

(ii)                                 the Registration Statement has been filed with the SEC:

 

in a form referred to in this opinion.

 

4.2                              Each Indenture:

 

(a)                                  will be within the capacity and powers of each party other than the Cooperative; and

 

(b)                                 will have been validly authorised and entered into (including signed) by each party.

 

4.3                              Under New York Law by which each Guarantee will be expressed to be governed, when validly signed by all the parties, each Guarantee is valid, binding on and enforceable against each party.

 

5                                        Opinion

 

Based on the documents and confirmations referred to and the assumptions made in paragraphs 3 and 4 and subject to the qualifications in paragraph 6 and to any matters not disclosed to me, I am of the following opinion:

 

5.1                              The choice of New York Law as the governing law of each Guarantee will be recognised and accordingly that law will govern the validity, binding effect on and enforceability against the Cooperative of each Guarantee.

 

6                                        Qualifications

 

This opinion is subject to the following qualifications:

 

6.1                              This opinion is subject to any limitations arising from bankruptcy, suspension of payments, emergency measures, (other) Insolvency Proceedings or other laws relating to or affecting the rights of creditors.

 

6.2                              The recognition of New York Law as the governing law of each Guarantee:

 

(a)           will not prejudice the provisions of the law of the European Community (where appropriate as implemented in the Netherlands) which cannot be derogated from by agreement if all elements relevant to the situation at the time when the relevant Guarantee was entered into (other than the choice of New York Law as the governing law of the Guarantee) are located in one or more Member States of the European Union;

 

3



 

(b)

 

(i)            will not restrict the application of the overriding provisions of Dutch law; and

 

(ii)           will not prevent effect being given to the overriding provisions of the law of a jurisdiction with which the situation has a close connection;

 

(and for this purpose “overriding provisions” are provisions the respect for which is regarded as crucial by a jurisdiction for safeguarding its public interests to such an extent that they are applicable to any situation falling within their scope, irrespective of the law otherwise applicable to an agreement);

 

(c)           will not prevent the application of New York Law being refused if it is manifestly incompatible with Dutch public policy (ordre public); and

 

(d)           will not prevent regard having to be had to the law of the jurisdiction in which performance takes place in relation to the manner of performance and the steps to be taken in the event of defective performance.

 

6.3                              The enforcement in the Netherlands of any Guarantee is subject to Dutch rules of civil procedure.

 

6.4                              The enforceability of any Guarantee may be limited under the 1977 Sanction Act (Sanctiewet 1977) or otherwise by international sanctions.

 

6.5                              To the extent that Dutch law applies, any provision that the registered holder of a Security may be treated as its absolute owner may not be enforceable under all circumstances.

 

6.6                              Any trust to which the Trust Convention applies, will be recognised subject to the Trust Convention. Any trust to which the Trust Convention does not apply may not be recognised.

 

6.7                              In proceedings in a Dutch court for the enforcement of any Guarantee, the court may mitigate amounts due in respect of litigation and collection costs.

 

6.8                              Any provision in an Indenture to the effect that:

 

(a)           no holder of any Security may institute proceedings with respect to the Indenture (including for the appointment of a receiver or trustee) other than within the limits set out in the Indenture; or

 

4



 

(b)                                 the Trustee may enforce any Security without producing it;

 

may not be enforceable under all circumstances.

 

6.9                              To the extent that the Guarantee constitutes general conditions within the meaning of Section 6:231 CC, a holder of a Security may nullify (vernietigen) that provision if (i) the Cooperative has not offered the holder a reasonable opportunity to examine the Guarantee, or (ii) the provision, having regard to all relevant circumstances, is unreasonably onerous to the holder. A provision in general conditions as referred to in Section 6:236 CC is deemed to be unreasonably onerous, irrespective of the circumstances, if the holder of a Security is a natural person not acting in the conduct of a profession or trade.

 

6.10                       To the extent that Dutch law applies, a legal act (rechtshandeling) performed by a person (including (without limitation) an agreement pursuant to which it guarantees the performance of another person’s obligations and any other legal act having a similar effect) may be nullified by any of its creditors, if (a) it performed the act without an obligation to do so (onverplicht), (b) the creditor concerned was prejudiced as a consequence of the act, and (c) at the time the act was performed both it and (unless the act was for no consideration (om niet)) the party with or towards which it acted, knew or should have known that one or more of its creditors (existing or future) would be prejudiced.

 

6.11                       If a legal act (rechtshandeling) performed by a Dutch legal entity (including (without limitation) an agreement pursuant to which it guarantees the performance of another person’s obligations and any other legal act having a similar effect) is not in the entity’s interest, the act may (i) exceed the entity’s corporate or other power, (ii) violate its articles of association, and (iii) be nullified by it if the other party or parties to the act knew or should have known that the act is not in the entity’s interest.

 

6.12

 

(a)           An extract from the Trade Register does not provide conclusive evidence that the facts set out in it are correct. However, under the 2007 Trade Register Act (Handelsregisterwet 2007), subject to limited exceptions, a legal entity or partnership cannot invoke the incorrectness or incompleteness of its Trade Register registration against third parties who were unaware of the incorrectness or incompleteness.

 

(b)           A confirmation derived from an Insolvency Register does not provide conclusive evidence that an entity is not subject to Insolvency Proceedings.

 

5



 

7                                        Reliance

 

7.1                              This opinion is an exhibit to the Registration Statement and may be relied upon for the purpose of the Registration. It may not be supplied, and its contents or existence may not be disclosed, to any person other than as an Exihibit to (and therefore together with) the Registration Statement and may not be relied upon for any purpose other than the Registration.

 

7.2                              Each person relying on this opinion agrees, in so relying, that only De Brauw shall have any liability in connection with this opinion, that the agreement in this paragraph 7.2 and all liability and other matters relating to this opinion shall be governed exclusively by Dutch law and that the Dutch courts shall have exclusive jurisdiction to settle any dispute relating to this opinion.

 

7.3                              The Cooperative may:

 

(a)           file this opinion as an exhibit to the Registration Statement; and

 

(b)           refer to De Brauw giving this opinion under the heading “Legal Matters” in the prospectus included in the Registration Statement.

 

The previous sentence is no admittance from me (or De Brauw) that I am (or De Brauw is) in the category of persons whose consent for the filing and reference in that paragraph is required under Section 7 of the Securities Act or any rules or regulations of the SEC promulgated under it.

 

 

Yours faithfully,

De Brauw Blackstone Westbroek N.V.

 

 

J.M. van Dijk

 

6



 

Annex — Definitions

 

In this opinion:

 

Canadian Issuers” means Niska Gas Storage Canaca ULC and Niska Gas Storage Canada Finance Corp.

 

Chamber of Commerce” means the Chamber of Commerce and Industry (kamer van koophandel en fabrieken) of the place where the Cooperative has its principal place of business.

 

Cooperative” means Niska Partners Coöperatief U.A., with corporate seat in Amsterdam.

 

De Brauw” means De Brauw Blackstone Westbroek N.V.

 

Dutch law” means the law directly applicable in the Netherlands.

 

Guarantee means, in relation to an Indenture, Article XIV of that Indenture.

 

Indenture”:

 

(a)                                 means:

 

(i)                                   any indenture for the issue by a US Issuer or a Canadian Issuer of senior debt securities; and

 

(ii)                                any indenture for the issue by a US Issuer or a Canadian Issuer of subordinated debt securities; and

 

(b)                                includes, where the context permits, the Jurisdiction Clause included in it.

 

Insolvency Proceedings” means insolvency proceedings as defined in Article 2(a) of Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings.

 

Issuers” means the US Issuers and the Canadian Issuers.

 

New York Law” means the laws of the State of New York, United States of America.

 

the Netherlands” means the part of the Kingdom of the Netherlands located in Europe.

 

7



 

Niska Gas Storage” means, collectively, Niska Gas Storage Partners LLC., the US Issuers and the Canadian Issuers.

 

Registration” means the registration of the securities referred to in the Registration Statement with the SEC under the Securities Act.

 

Registration Statement” means the registration statement on form S-3 dated 24 October 2011 in the name of Niska Gas Storage in relation to the Registration, including exhibits 4.1 (Form of Indenture) and 4.2 (Form of Subordinated Indenture) but excluding any other exhibits to it and any documents incorporated by reference in it.

 

SEC” means the U.S. Securities and Exchange Commission.

 

Security” means any senior or subordinated debt security issued under an Indenture.

 

Securities Act” means the U.S. Securities Act of 1933, as amended.

 

Trade Register Extract” means a Trade Register extract relating to the Cooperative provided by the Chamber of Commerce and dated 21 October 2011.

 

US Issuers” means Niska Gas Storage US, LLC and Niska Gas Storage US Finance Corp.

 

8



EX-8.2 5 a2205969zex-8_2.htm EX-8.2

Exhibit 8.2

 

October 24, 2011

 

Niska Gas Storage Partners LLC

1001 Fannin Street, Suite 2500

Houston, Texas

77002

USA

 

Ladies and Gentlemen:

 

Re:                             NISKA GAS STORAGE PARTNERS LLC REGISTRATION STATEMENT ON FORM S-3

 

We have acted as Canadian counsel to Niska Gas Storage Partners LLC, a Delaware limited liability company (the”Company”), in connection with the preparation of the Company’s Registration Statement on Form S-3 (File No. 333-174988), as amended as of the effective date thereof (the “Registration Statement”), for purposes of the offer and sale by the Company from time to time of common units and debt securities pursuant to Rule 415 under the Securities Act of 1933, as amended. This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Company as to factual matters through a certificate of an officer of the Company (the “Canadian Officer’s Certificate”).  In addition, this opinion is based upon the factual representations of the Company concerning its business, properties and governing documents as set forth in the Registration Statement.

 

In our capacity as Canadian counsel to the Company, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion.  In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Canadian Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.

 

We are opining herein as to the effect on the subject transaction only of the federal income tax laws of Canada, and we express no opinion with respect to the applicability thereto, or the effect thereon,

 



 

of other federal laws, foreign laws, the laws of any province or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any province. Based on the facts, assumptions and representations set forth herein, the statements in the Registration Statement under the captions “Material Canadian Federal Income Tax Consequences to Unitholders” insofar as such statements purport to constitute summaries of Canadian federal income tax law and regulations or legal conclusions with respect thereto, constitute the opinion of Bennett Jones LLP as to the material Canadian federal income tax consequences of the matters described therein. No opinion is expressed as to any matter not discussed herein.

 

This opinion is rendered to you as of the effective date of the Registration Statement.  This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Canada Revenue Agency and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement and the Canadian Officer’s Certificate, may affect the conclusions stated herein.

 

This opinion is furnished to you, and is for your use in connection with the transactions set forth in the Registration Statement. This opinion may not be relied upon by you for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our prior written consent. However, this opinion may be relied upon by you and by persons entitled to rely on it pursuant to applicable provisions of federal securities law, including persons purchasing common units or debt securities pursuant to the Registration Statement or in the secondary market.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions “Material Canadian Federal Income Tax Consequences to Unitholders” in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.

 

Very truly yours,

 

BENNETT JONES LLP

 

 

Bennett Jones LLP

 

GMJ/eh

 

2



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