0001047469-14-010048.txt : 20141219 0001047469-14-010048.hdr.sgml : 20141219 20141219172247 ACCESSION NUMBER: 0001047469-14-010048 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20141219 DATE AS OF CHANGE: 20141219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Starks Gas Storage L.L.C. CENTRAL INDEX KEY: 0001624557 IRS NUMBER: 680560325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-200004-12 FILM NUMBER: 141300651 BUSINESS ADDRESS: STREET 1: 170 RADNOR CHESTER ROAD STREET 2: SUITE 150 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 367-7432 MAIL ADDRESS: STREET 1: 170 RADNOR CHESTER ROAD STREET 2: SUITE 150 CITY: RADNOR STATE: PA ZIP: 19087 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: 333-200004-16 FILM NUMBER: 141300655 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 Midstream LLC CENTRAL INDEX KEY: 0001624553 IRS NUMBER: 471314827 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-200004-17 FILM NUMBER: 141300656 BUSINESS ADDRESS: STREET 1: 170 RADNOR CHESTER ROAD STREET 2: SUITE 150 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 367-7432 MAIL ADDRESS: STREET 1: 170 RADNOR CHESTER ROAD STREET 2: SUITE 150 CITY: RADNOR STATE: PA ZIP: 19087 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: 333-200004-20 FILM NUMBER: 141300659 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 Canada GP ULC CENTRAL INDEX KEY: 0001624529 IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-200004-03 FILM NUMBER: 141300661 BUSINESS ADDRESS: STREET 1: 170 RADNOR CHESTER ROAD STREET 2: SUITE 150 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 367-7432 MAIL ADDRESS: STREET 1: 170 RADNOR CHESTER ROAD STREET 2: SUITE 150 CITY: RADNOR STATE: PA ZIP: 19087 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: 333-200004-07 FILM NUMBER: 141300665 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: 333-200004-06 FILM NUMBER: 141300664 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: 333-200004-08 FILM NUMBER: 141300666 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: 333-200004-01 FILM NUMBER: 141300669 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: 333-200004 FILM NUMBER: 141300649 BUSINESS ADDRESS: STREET 1: 170 RADNOR CHESTER ROAD STREET 2: SUITE 170 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 367-7432 MAIL ADDRESS: STREET 1: 170 RADNOR CHESTER ROAD STREET 2: SUITE 170 CITY: RADNOR STATE: PA ZIP: 19087 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: 333-200004-13 FILM NUMBER: 141300652 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 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: 333-200004-18 FILM NUMBER: 141300657 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: Coastal Bend Gas Storage, LLC CENTRAL INDEX KEY: 0001624537 IRS NUMBER: 680620371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-200004-05 FILM NUMBER: 141300663 BUSINESS ADDRESS: STREET 1: 170 RADNOR CHESTER ROAD STREET 2: SUITE 150 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 367-7432 MAIL ADDRESS: STREET 1: 170 RADNOR CHESTER ROAD STREET 2: SUITE 150 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: Coastal Bend Gas Storage LLC DATE OF NAME CHANGE: 20141106 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: 333-200004-02 FILM NUMBER: 141300670 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: 333-200004-15 FILM NUMBER: 141300654 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: 333-200004-11 FILM NUMBER: 141300650 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: 333-200004-19 FILM NUMBER: 141300658 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: 333-200004-09 FILM NUMBER: 141300667 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: 333-200004-14 FILM NUMBER: 141300653 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: 333-200004-10 FILM NUMBER: 141300668 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: 333-200004-04 FILM NUMBER: 141300662 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: 333-200004-21 FILM NUMBER: 141300660 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 a2222590zs-3a.htm S-3/A
QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on December 19, 2014

Registration No. 333-200004


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1

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)
  (IRS Employer
Identification Number)

170 Radnor Chester Road, Suite 150
Radnor, PA 19087

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

Jason A. Dubchak
170 Radnor Chester Road, Suite 150
Radnor, PA 19087
(484) 367-7432

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



Copies to:

E. Ramey Layne
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713) 758-4629
(713) 751-5396 (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 ý   Non-Accelerated Filer o
(Do not check if a
smaller reporting company)
  Smaller Reporting Company o

   



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     None  
Access Gas Services Inc.    British Columbia     None  
AECO Gas Storage Partnership   Alberta     98-1083664  
Coastal Bend Gas Storage, LLC   Delaware     68-0620371  
Enerstream Agency Services Inc.    Ontario     None  
Niska Canada GP ULC   Alberta     None  
Niska Gas Storage Operations LLC   Delaware     27-2776914  
Niska Gas Storage LLC   Delaware     20-4936889  
Niska Gas Transport Inc.    Delaware     27-0838117  
Niska GS Holdings I, L.P.    Delaware     20-4742885  
Niska Midstream LLC   Delaware     47-1314827  
Niska Partners Coöperatief U.A.    Netherlands     98-1016467  
Niska Partners Management ULC   Alberta     98-1014780  
Niska US GP LLC   Delaware     27-2776858  
Salt Plains Storage, LLC   Delaware     20-4937080  
Starks Gas Storage L.L.C.    Delaware     68-0560325  
Wild Goose Storage, LLC   Delaware     20-8050055  

(1)
The address for the additional registrant guarantors is 170 Radnor Chester Road, Suite 150, Radnor, PA 19087, and the telephone number for the registrant guarantors is (484) 367-7432. The Primary Industrial Classification Code for the registrant guarantors is 4922.

        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.



Explanatory Note

        The sole purpose of this Amendment No. 1 is to file Exhibits 5.1, 5.2, 5.3, 8.1 and 8.2 to the Registration Statement on Form S-3 (File No. 333-200004) initially filed with the Securities and Exchange Commission on November 7, 2014 (the "Form S-3"). Accordingly, this Amendment No. 1 consists only of this explanatory note, and revised versions of the facing page and Part II, including the signature pages and the exhibit index. This Amendment No. 1 does not contain a copy of the prospectus that was included in the Form S-3, 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 (1)

Printing expenses

      *

Fees and expenses of legal counsel

      *

Accounting fees and expenses

      *

Listing Fees

      *

Miscellaneous

      *
       

Total

      *
       
       

(1)
Previously paid in connection with the filing of Registration Statement No. 333-174988.

        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.

II-1


        Subject to any terms, conditions or restrictions set forth in an 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 out 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 made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information

II-4


      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 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.

II-5


        (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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA GAS STORAGE PARTNERS LLC

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

*

MICHAEL J. HENNIGAN

 

Director

 

December 19, 2014

*

JAMES G. JACKSON

 

Director

 

December 19, 2014

*

E. BARTOW JONES

 

Director

 

December 19, 2014

*

STEPHEN C. MUTHER

 

Director

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

II-7


Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

ANDREW W. WARD
  Director   December 19, 2014

*

OLIVIA C. WASSENAAR

 

Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA GAS STORAGE US, LLC

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

*

E. BARTOW JONES

 

Director

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA GAS STORAGE US FINANCE CORP.

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

*

E. BARTOW JONES

 

Director

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA GAS STORAGE CANADA ULC

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

/s/ JASON A. DUBCHAK

JASON A. DUBCHAK

 

Director

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA GAS STORAGE CANADA FINANCE CORP.

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

/s/ JASON A. DUBCHAK

JASON A. DUBCHAK

 

Director

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    ACCESS GAS SERVICES (ONTARIO) INC.

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

/s/ JASON A. DUBCHAK

JASON A. DUBCHAK

 

Vice President, General Counsel, Corporate Secretary and Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    ACCESS GAS SERVICES INC.

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

/s/ JASON A. DUBCHAK

JASON A. DUBCHAK

 

Vice President, General Counsel, Corporate Secretary and Director

 

December 19, 2014

*

TOM DIXON

 

Vice President and Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    AECO GAS STORAGE PARTNERSHIP

 

 

BY

 

NISKA GAS STORAGE CANADA ULC, ITS MANAGING PARTNER

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

/s/ JASON A. DUBCHAK

JASON A. DUBCHAK

 

Director

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    COASTAL BEND GAS STORAGE, LLC

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    ENERSTREAM AGENCY SERVICES INC.

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

/s/ JASON A. DUBCHAK

JASON A. DUBCHAK

 

Vice President, General Counsel, Corporate Secretary and Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA CANADA GP ULC

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

/s/ JASON A. DUBCHAK

JASON A. DUBCHAK

 

Vice President, General Counsel, Corporate Secretary and Director

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*By:

 

/s/ JASON A. DUBCHAK

JASON A. DUBCHAK
As attorney-in-fact

 

 

 

 

II-18



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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA GAS STORAGE OPERATIONS LLC

 

 

BY

 

NISKA GAS STORAGE PARTNERS LLC, ITS SOLE MEMBER

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

*

MICHAEL J. HENNIGAN

 

Director

 

December 19, 2014

*

JAMES G. JACKSON

 

Director

 

December 19, 2014

*

E. BARTOW JONES

 

Director

 

December 19, 2014

*

STEPHEN C. MUTHER

 

Director

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

II-19


Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

ANDREW W. WARD
  Director   December 19, 2014

*

OLIVIA C. WASSENAAR

 

Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA GAS STORAGE LLC

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA GAS TRANSPORT INC.

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA GS HOLDINGS I, L.P.

 

 

BY

 

NISKA US GP LLC, ITS GENERAL PARTNER

 

 

BY

 

NISKA GAS STORAGE PARTNERS LLC, ITS SOLE MEMBER

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

*

MICHAEL J. HENNIGAN

 

Director

 

December 19, 2014

*

JAMES G. JACKSON

 

Director

 

December 19, 2014

*

E. BARTOW JONES

 

Director

 

December 19, 2014

*

STEPHEN C. MUTHER

 

Director

 

December 19, 2014

II-23


Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

GEORGE A. O'BRIEN
  Director   December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*

OLIVIA C. WASSENAAR

 

Director

 

December 19, 2014

*By:

 

/s/ JASON A. DUBCHAK

JASON A. DUBCHAK
As attorney-in-fact

 

 

 

 

II-24



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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA MIDSTREAM LLC

 

 

BY

 

NISKA GAS STORAGE US, LLC, ITS SOLE MEMBER

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

*

E. BARTOW JONES

 

Director

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA PARTNERS COÖPERATIEF U.A.

 

 

By:

 

*

Bruce D. Davis, Jr.
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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

BRUCE D. DAVIS, JR.
  Managing Director A (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Managing Director A (Principal Financial and Accounting Officer)

 

December 19, 2014

*

J.A.R.A. ZIJDERVELD

 

Managing Director A

 

December 19, 2014

*

TJALLING HUISMAN

 

Managing Director B

 

December 19, 2014

*

PIETER OOSTHOEK

 

Managing Director B

 

December 19, 2014

*

RUDYARD WEERHEIJM

 

Managing Director B

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA PARTNERS MANAGEMENT ULC

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

/s/ JASON A. DUBCHAK

JASON A. DUBCHAK

 

Vice President, General Counsel, Secretary and Director

 

December 19, 2014

*

E. BARTOW JONES

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    NISKA US GP LLC

 

 

BY

 

NISKA GAS STORAGE PARTNERS LLC, ITS SOLE MEMBER

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

*

MICHAEL J. HENNIGAN

 

Director

 

December 19, 2014

*

JAMES G. JACKSON

 

Director

 

December 19, 2014

*

E. BARTOW JONES

 

Director

 

December 19, 2014

*

STEPHEN C. MUTHER

 

Director

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

II-28


Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

ANDREW W. WARD
  Director   December 19, 2014

*

OLIVIA C. WASSENAAR

 

Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    SALT PLAINS STORAGE, LLC

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*By:

 

/s/ JASON A. DUBCHAK

JASON A. DUBCHAK
As attorney-in-fact

 

 

 

 

II-30



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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    STARKS GAS STORAGE L.L.C.

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*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, 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 Township of Radnor, State of Pennsylvania, on December 19, 2014.

    WILD GOOSE STORAGE, LLC

 

 

By:

 

*

William H. Shea, Jr.
Chairman, President & Chief Executive 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.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

WILLIAM H. SHEA, JR.
  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   December 19, 2014

*

VANCE E. POWERS

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

December 19, 2014

*

E. BARTOW JONES

 

Director

 

December 19, 2014

*

GEORGE A. O'BRIEN

 

Director

 

December 19, 2014

*

ANDREW W. WARD

 

Director

 

December 19, 2014

*By:

 

/s/ JASON A. DUBCHAK

JASON A. DUBCHAK
As attorney-in-fact

 

 

 

 

II-32



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   Second Amended and Restated Operating Agreement of Niska Gas Storage Partners LLC, dated April 2, 2013 (incorporated by reference to exhibit 3.2 of the Company's Current Report on Form 8-K filed on April 3, 2013).
        
  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 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).
        
  3.9   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).
        
  3.10   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).
        
  3.11   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).
 
   

II-33


  3.12   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).
        
  3.13   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).
        
  3.14   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).
        
  3.15   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).
        
  3.16   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).
        
  3.17   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).
        
  3.18   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).
        
  3.19   Certificate of Formation of Niska US GP LLC 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).
        
  3.20   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).
        
  3.21   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).
        
  3.22   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).
        
  3.23   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).
 
   

II-34


  3.24   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).
        
  3.25   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).
        
  3.26   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).
        
  3.27   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).
        
  3.28   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).
        
  3.29   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).
        
  3.30   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).
        
  3.31   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).
        
  3.32   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).
        
  3.33   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).
        
  3.34   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).
        
  3.35   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).
 
   

II-35


  3.36   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).
        
  3.37   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).
        
  3.38   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).
        
  3.39   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).
        
  3.40   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).
        
  3.41   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).
        
  3.42 *** Certificate of Amalgamation of Niska Gas Storage Canada ULC, dated February 1, 2014.
        
  3.43 *** Bylaws of Niska Gas Storage Canada ULC, dated February 1, 2014.
        
  3.44   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).
        
  3.45   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).
        
  3.46   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).
        
  3.47 *** Certificate of Formation of Coastal Bend Gas Storage, LLC, dated May 4, 2006.
        
  3.48 *** Limited Liability Company Agreement of Coastal Bend Gas Storage, LLC, dated May 4, 2006.
        
  3.49 *** Certificate of Incorporation of Niska Canada GP ULC, dated June 19, 2012.
        
  3.50 *** Bylaws of Niska Canada GP ULC, dated June 26, 2012.
        
  3.51 *** Certificate of Formation of Starks Gas Storage L.L.C., dated May 23, 2003.
        
  3.52 *** Limited Liability Company Agreement of Starks Gas Storage L.L.C., dated May 23, 2003.

II-36


        
  3.53 *** Certificate of Formation of Niska Midstream LLC, dated July 11, 2014.
        
  3.54 *** Limited Liability Company Agreement of Niska Midstream LLC, dated July 11, 2014.
        
  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 De Brauw Blackstone Westbroek New York B.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.
        
  12.1 *** Statement of Computation of Ratio of Earnings to Fixed Charges.
        
  23.1 *** Consent of KPMG LLP.
        
  23.2 * Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1).
        
  23.3 * Consent of Bennet Jones LLP (included in Exhibits 5.2 and 8.2).
        
  23.4 * Consent of De Brauw Blackstone Westbroek New York B.V. (included in Exhibit 5.3).
        
  24.1 *** Powers of Attorney (contained on signature page).
        
  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.

*
Filed herewith.

**
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-37




QuickLinks

TABLE OF ADDITIONAL REGISTRANT GUARANTORS
Explanatory Note
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
INDEX TO EXHIBITS
EX-5.1 2 a2222590zex-5_1.htm EX-5.1

Exhibit 5.1

 

 

December 19, 2014

 

Niska Gas Storage Partners LLC

170 Radnor Chester Road, Suite 150

Radnor, PA 19087

 

Ladies and Gentlemen:

 

We have acted as counsel for Niska Gas Storage Partners LLC, a Delaware limited liability company (the “Company”), with respect to the preparation of the Registration Statement on Form S-3 (Reg. No. 333-200004) (the “Registration Statement”) filed by the Company, Niska Gas Storage US, LLC, a Delaware limited liability company, Niska Gas Storage US Finance Corp., a Delaware corporation, Niska Gas Storage Canada ULC, an Alberta unlimited liability corporation and Niska Gas Storage Canada Finance Corp., an Alberta corporation (collectively, 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”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale, from time to time, pursuant to Rule 415 under the Securities Act.

 

(1)                                 by the Company, of common units representing limited liability company interests in the Company (the “Primary Units”);

 

(2)                                 by any Issuer or any combination of the Issuers, of debt securities of such Issuer or Issuers, which may either be senior or subordinated and may be issued in one or more series, consisting of debentures, notes, bonds or other evidences of indebtedness (the “Debt Securities”);

 

(3)                                 by any Issuer or combination of the Issuers, of units consisting of one or more Debt Securities or Primary Units or any combination of such securities (the “Units”);

 

(4)                                 by any Guarantor or combination of the Guarantors, of guarantees of the Debt Securities (the “Guarantees” and, together with the Primary Units, the Debt Securities and the Units, the “Primary Securities”); and

 

(5)                                 by the unitholder named as the selling unitholder in the Registration Statement, of up to 16,304,745 common units representing limited liability company interests in the Company (the “Secondary Units” and, together with the Primary Securities, the “Securities”).

 

Vinson & Elkins LLP Attorneys at Law

Abu Dhabi  Austin  Beijing  Dallas  Dubai  Hong Kong  Houston  London

Moscow  New York  Palo Alto  Riyadh  San Francisco  Tokyo  Washington

1001 Fannin Street, Suite 2500

Houston, TX 77002-6760

Tel +1.713.758.2222  Fax +1.713.758.2346  www.velaw.com

 



 

We have also participated in the preparation of the Prospectus (the “Prospectus”) contained in the Registration Statement. The Primary Securities will be offered in amounts, at prices and on terms to be determined in light of market conditions at the time of sale and to be set forth in supplements (each, a “Prospectus Supplement”) to the Prospectus.

 

In rendering the opinions set forth below, we examined and relied upon the Registration Statement, the Prospectus, the form of Senior Indenture (the “Senior Indenture”) filed as an exhibit to the Registration Statement, the form of Subordinated Indenture (the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”) filed as an exhibit to the Registration Statement, originals or copies, certified or otherwise identified to our satisfaction, of such certificates, statutes, documents, instruments, resolutions and records of the Guarantors, and communications with officers of the Guarantors. In addition, we have reviewed such questions of law as we considered necessary or appropriate.

 

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and the Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement and the applicable Prospectus Supplement, if any.

 

For the purposes of rendering the opinions set forth below, we have made the following assumptions:

 

(1)                                 the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective;

 

(2)                                 in the case of an offering of Primary Securities, that a Prospectus Supplement will have been prepared and filed with the Commission describing the Securities offered thereby;

 

(3)                                 each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine;

 

(4)                                 each certificate from governmental officials reviewed by us is accurate, complete and authentic, and all official public records are accurate and complete;

 

(5)                                 the Indentures, together with any supplemental indentures relating to a series of Debt Securities to be issued under either of the Indentures, and a unit

 

2



 

agreement, if applicable, relating to Units to be issued, will each be duly authorized and validly executed and delivered by the parties thereto;

 

(6)                                 the Guarantors, at the time of issuance and sale of any Primary Securities, will be duly organized, validly existing and in good standing under the laws of their respective jurisdictions;

 

(7)                                 at the time of the issuance of any Primary Securities, the applicable Guarantors will have the necessary organizational power and authority to issue such Primary Securities;

 

(8)                                 a definitive purchase, underwriting or similar agreement with respect to any Primary Securities offered will have been authorized and validly issued and delivered by the issuers of such Primary Securities and the other parties thereto; and

 

(9)                                 any Primary Securities issuable upon conversion, exchange or exercise of any Primary Security being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise.

 

Based on the foregoing, we are of the opinion that:

 

(1)                                 the Primary Units will be duly authorized, validly issued, fully paid and non-assessable when (a) the Company has taken all necessary action to duly authorize and approve the issuance of such Primary Units and the limited liability company interests represented thereby, the terms of the offering thereof and related matters and (b) the Primary Units have been issued and delivered in accordance with the terms of the applicable definitive purchase, underwriting or similar agreement approved by the Company upon payment of the consideration thereof or provided for therein;

 

(2)                                 the Debt Securities and, if applicable, the Guarantees, will be duly authorized and validly issued and will constitute valid and legally binding obligations of the Issuer or Issuers issuing such Debt Securities and the Guarantors issuing such Guarantees, as applicable, enforceable against such Issuer or Issuers and the Guarantor or Guarantors, as applicable, in accordance with their terms, except as such enforcement is subject to any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law) when (a) the applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) such Issuer or Issuers and Guarantor or Guarantors, as applicable, have taken all necessary action to duly authorize and approve

 

3



 

the issuance and terms of the Debt Securities, and, if applicable, the Guarantees and the terms of the offering thereof and related matters, (c) the terms of the Debt Securities and, if applicable, the Guarantees, and their issuance and sale have been duly established in conformity with the applicable Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon such Issuer or Issuers and Guarantor or Guarantors, as applicable, and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the such Issuer or Issuers and Guarantor or Guarantors, as applicable, and (e) the Debt Securities (which may include the related Guarantees) have been duly executed, authenticated, issued and delivered in accordance with the applicable Indenture and the applicable definitive purchase, underwriting or similar agreement upon payment of the consideration for the Debt Securities as provided for therein; and

 

(3)                                 the Secondary Units have been duly authorized and validly issued and are fully paid and non-assessable.

 

Our opinion is qualified in the following respects:

 

(1)                                 we express no opinions concerning (a) the validity or enforceability of any provisions contained in the Indentures that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law or (b) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws;

 

(2)                                 the opinions expressed herein are limited in all respects to the federal laws of the United States of America, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Constitution of the State of Delaware (including all applicable statutory provisions and reported judicial decisions interpreting those laws) and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign;

 

(3)                                 we express no opinion with respect to the validity or enforceability of provisions that limit the obligation of a Guarantor based on the potential unenforceability, invalidity or voidability of a Guarantee under any applicable law, including, without limitation, any state or federal fraudulent transfer or fraudulent conveyance laws;

 

(4)                                 we have relied (a) as to matters of Alberta, British Columbia and Ontario law upon the opinion of Bennett Jones LLP filed as Exhibit 5.2 to the Registration

 

4



 

Statement, and (b) as to matters of Dutch law upon the opinion of De Brauw Blackstone Westbroek New York B.V., filed as Exhibit 5.3 to the Registration Statement; and

 

(5)                                 we express no opinion as to any matter other than as set forth herein, and no opinion may be inferred or implied herefrom.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus forming part of the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

 

 

 

Very truly yours,

 

 

 

/s/ Vinson & Elkins L.L.P.

 

5



 

Schedule I

 

Access Gas Services (Ontario) Inc.

Access Gas Services Inc.

AECO Gas Storage Partnership

Coastal Bend Gas Storage, LLC

Enerstream Agency Services Inc.

Niska Canada GP ULC

Niska Gas Storage Operations LLC

Niska Gas Storage LLC

Niska Gas Transport Inc.

Niska GS Holdings I, L.P.

Niska Midstream LLC

Niska Partners Coöperatief U.A.

Niska Partners Management ULC

Niska US GP LLC

Salt Plains Storage, LLC

Starks Gas Storage L.L.C.

Wild Goose Storage, LLC

 



EX-5.2 3 a2222590zex-5_2.htm EX-5.2

Exhibit 5.2

 

GRAPHIC

GRAPHIC

 

December 19, 2014

 

Niska Gas Storage Partners LLC

170 Radnor Chester Road, Suite 150

Radnor, PA 19087

 

Dear Sirs/Mesdames:

 

Re:                             Registration Statement on Form S-3 (Reg. No. 333-200004)

 

Introduction

 

We have acted as special Alberta, Ontario and 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. 333-200004) (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) units (“Units” consisting of any combination of Common Units and Debt Securities, and (iv) 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 Canada GP ULC, an Alberta unlimited liability corporation (“Niska GP”), Niska Partners Management ULC, an Alberta unlimited liability corporation (“Management ULC”), Enerstream Agency Services Inc., an Ontario corporation (“Enerstream”), Access Gas Services (Ontario) Inc., an Ontario corporation (“ON Access Gas”), and Access Gas Services Inc. (“BC Access Gas” and collectively with AECO, Niska GP, Management ULC, Enerstream and ON Access Gas, the “Canadian Subsidiary Guarantors”), 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, Units and Guarantees 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”.

 

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, Ontario and British Columbia 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, the laws of Ontario and the federal laws of Canada applicable in Ontario and the laws of British Columbia and the federal laws of Canada applicable in British Columbia.

 

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), the Securities Act (Ontario) and the Securities Act (British Columbia)) of any securities in Alberta, Ontario or 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;

 

2



 

(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 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)                          to the extent that any Canadian Issuer issues any Debt Securities, the trustee appointed under the applicable Indenture shall satisfy the requirements set forth in the Business Corporations Act (Alberta) or such Canadian Issuer has obtained an exemption from such requirement;

 

(viii)                        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

 

3



 

(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;

 

(ix)                              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 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”);

 

(x)                                 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”);

 

(xi)                              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

 

(xii)                          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:

 

4



 

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 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 provisions of the Registration Statement, the Prospectus, the applicable Prospectus Supplement and the applicable Indenture, will be validly issued guarantees of each of Niska Canada, Canadian Finco and the Canadian Subsidiary Guarantors, as applicable.

 

We express no opinion as to the enforceability of any Securities or documents governed by laws of jurisdictions other than Alberta, Ontario and British Columbia.

 

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

 

 

5



 

SCHEDULE I

 

Access Gas Services (Ontario) Inc.

Access Gas Services Inc.

AECO Gas Storage Partnership

Coastal Bend Gas Storage, LLC

Enerstream Agency Services Inc.

Niska Canada GP ULC

Niska Gas Storage Operations LLC

Niska Gas Storage LLC

Niska Gas Transport Inc.

Niska GS Holdings I, L.P.

Niska Midstream LLC

Niska Partners Coöperatief U.A.

Niska Partners Management ULC

Niska US GP LLC

Salt Plains Storage, LLC

Starks Gas Storage L.L.C.

Wild Goose Storage, LLC

 



EX-5.3 4 a2222590zex-5_3.htm EX-5.3

Exhibit 5.3

 

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

Prins Bernhardplein 200

1097 JB Amsterdam

The Netherlands

 

Date December 19, 2014

Pierre Nijnens

 

E pierre.nijnens@debrauw.com

Our ref.

M22307626/1/92006345/pjamn

T +1 212 259 4102

 

 

F +1 212 259 4111

 

Dear Sir/Madam,

 

Niska Gas Storage Partners LLC et al.

Registration on Form S-3 with the US Securities and Exchange Commission of

Common Units Representing Limited Liability Company Interests, Debt Securities, Guarantees, Units

 

1                                        Introduction

 

I act as Dutch legal adviser (advocaat) to the Cooperative in connection with the registration with the US Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, of units representing limited liability company interests in Niska Gas Storage Partners LLC and of Debt Securities of Niska Gas Storage Partners LLC, Niska Gas Storage US, LLC and Niska Gas Storage US Finance Corp, and of Niska Gas Storage Canada ULC and Niska Gas Storage Canada Finance Corp or any combination thereof, which Debt Securities may be guaranteed by certain Subsidiary Guarantors, including the Cooperative.

 

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

 

2                                        Dutch Law

 

This opinion is limited to Dutch law in effect on the date of this opinion. It (including all terms used in it) is to be construed in accordance with Dutch law.

 

Attorneys at law, tax lawyers, candidate civil law notaries. Admitted in The Netherlands. Not admitted in New York.

 

De Brauw Blackstone Westbroek New York is De Brauw Blackstone Westbroek New York B.V., P.C., having its corporate seat in The Hague, the Netherlands, registered with the Trade Register in Amsterdam under no 27172369.

 



 

3                                        Scope of Inquiry

 

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

 

3.1                              A copy obtained on November 7, 2014 through www.sec.gov of the form of:

 

(a)

 

(i)                                    the Senior Indenture;

 

(ii)                                 the Subordinated Indenture;

 

(iii)                              the Notation of Guarantee be signed by the Cooperative and being a part of the Senior Indenture or the Subordinated Indenture, as the case may be; and

 

(b)                                a draft, dated November 7, 2014, of the Registration Statement.

 

3.2                              A copy of:

 

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

 

(b)                                the Trade Register Extract.

 

3.3                              A copy of each Corporate Resolution.

 

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

 

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

 

3.5

 

(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

 

2



 

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.

 

4.2

 

(a)                                At the time when the Members Resolution was signed, the members which signed the Members Resolution were the only members of the Cooperative.

 

(b)                                Each Corporate Resolution remains in full force and effect without modification.

 

4.3                              The Senior Indenture (including the relevant Guarantee) and the Subordinated Indenture (including the relevant Guarantee) are within the capacity and powers of, and will have been validly authorised and entered into by, each party other than the Cooperative.

 

4.4                              Under New York Law by which the Senior Indenture (including the relevant Guarantee) and the Subordinated Indenture (including the relevant Guarantee) are expressed to be governed:

 

(c)                                 provided that the Senior Indenture and the Subordinated Indenture have been validly signed by all the respective parties to it, the Senior Indenture (including the relevant Guarantee) and Subordinated Indenture (including the relevant Guarantee), as the case may be are valid, binding on and enforceable against each party; and

 

(d)                                the choice of New York Law as the governing law of the Senior Indenture and the Subordinated Indenture applies to the submission to the jurisdiction of the New York Courts pursuant to the Jurisdiction

 

3



 

Clause in the Senior Indenture and the Subordinated Indenture, as the case may be.

 

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 Cooperative has been incorporated and exists as a cooperative (coöperatie).

 

5.2

 

(a)                                The Cooperative has the power to enter into and perform the Senior Indenture (including the relevant Guarantee) and the Subordinated Indenture (including the relevant Guarantee).

 

(b)                                The Cooperative has taken all necessary action to authorise its entry into and performance of the Senior Indenture (including the relevant Guarantee) and the Subordinated Indenture (including the relevant Guarantee).

 

(c)                                 When signed on behalf of the Cooperative by each director A acting jointly with director B, the Senior Indenture and the Notation of Guarantee referred to therein and the Subordinated Indenture and the Notation of Guarantee referred to therein, will have been validly signed by the Cooperative.

 

5.3

 

(a)                                The Cooperative does not require any licence, dispensation, recognition or other governmental consent for its entry into and performance of the Senior Indenture (including the relevant Guarantee) and the Subordinated Indenture (including the relevant Guarantee).

 

(b)                                There are no registration, filing or similar governmental formalities required to ensure the validity, binding effect on and enforceability against the Cooperative of the Senior Indenture (including the relevant Guarantee) and the Subordinated Indenture (including the relevant Guarantee).

 

5.4                              The entry into and performance of the Senior Indenture (including the relevant Guarantee) and the Subordinated Indenture (including the relevant Guarantee)

 

4



 

by the Cooperative do not violate Dutch law or the articles of association of the Cooperative.

 

5.5                              The choice of New York Law as the governing law of the Senior Indenture (including the relevant Guarantee) and of the Subordinated Indenture (including the relevant Guarantee) is recognised and accordingly that law governs the validity, binding effect on and enforceability against the Cooperative of the Senior Indenture (including the relevant Guarantee) and the Supplemental Indenture (including the relevant Guarantee), as the case may be.

 

5.6

 

(a)                                In proceedings in a New York Court, New York Law determines the validity, binding effect on and enforceability against the Cooperative of the Jurisdiction Clause.

 

(b)                                A judgment rendered by a New York Court will not be recognised and enforced by the Dutch courts. However, if a person has obtained a final and conclusive judgment for the payment of money rendered by a New York Court which is enforceable in New York and files his claim with the competent Dutch court, the Dutch court will generally give binding effect to the judgment insofar as it finds that (i) the jurisdiction of the New York Court has been based on grounds which are internationally acceptable, (ii) proper legal procedures have been observed, and (iii) the judgment does not contravene Dutch public policy.

 

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 the Senior Indenture (including the relevant Guarantee) and the Subordinated Indenture (including the relevant 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 Senior Indenture or the Subordinated Indenture was entered into (other than the choice of New York Law as the governing law of the Senior Indenture or the Subordinated Indenture) are located in one or more Member States of the European Union;

 

5



 

(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 the Senior Indenture (including the relevant Guarantee) or the Subordinated Indenture (including the relevant Guarantee) and of foreign judgments is subject to Dutch rules of civil procedure (including rules of evidence).

 

6.4                              The enforceability of the Senior Indenture (including the relevant Guarantee) and the Subordinated Indenture (including the relevant Guarantee) may be limited under the 1977 Sanction Act (Sanctiewet 1977) or otherwise by international sanctions.

 

6.5                              To the extent that pursuant to the Senior Indenture or the Subordinated Indenture the Cooperative is required or forbidden to take, or restricted in taking, any action that falls within the powers of its meeting of members, it may not be binding on and enforceable against it.

 

6.6                              To the extent that the Senior Indenture (including the relevant Guarantee) or the Subordinated Indenture (including the relevant Guarantee) constitutes general conditions within the meaning of Section 6:231 CC, a beneficiary of the Guarantee may nullify (vernietigen) a provision therein if (i) the beneficiary has not been given a reasonable opportunity to examine the Supplemented Indenture, or (ii) the provision, having regard to all relevant circumstances, is

 

6



 

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 beneficiary of the Guarantee is a natural person not acting in the conduct of a profession or trade.

 

6.7                              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.

 

6.8                              If a legal act (rechtshandeling) performed by a Dutch legal entity (including (without limitation) an agreement pursuant to which it guarantees the performance of the obligations of another person and any other legal act having a similar effect) is not in the entity’s interest, the act may exceed the entity’s power.

 

6.9                              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.

 

6.10

 

(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.

 

7



 

6.11                       I do not express any opinion on any taxation matters.

 

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 Exhibit 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 (or permit the registrants under the Registration Statement to file) this opinion as an exhibit to the Registration Statement; and

 

(b)                                refer (or permit the registrants under the Registration Statement to refer) to De Brauw 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,

 

 

 

/s/ De Brauw Blackstone Westbroek New York B.V., P.C.

 

 

 

De Brauw Blackstone Westbroek New York B.V., P.C.

 

Pierre Nijnens

 

 

8



 

Annex — Definitions

 

In this opinion:

 

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

 

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

 

Corporate Resolutions” means the Managing Board Resolution and the Members Resolution.

 

De Brauw” means De Brauw Blackstone Westbroek New York B.V., P.C.

 

Debt Securities” has the meaning as defined in the Registration Statement.

 

Guarantee” means the guarantee to be given by the Cooperative set out in Section 14 of the Senior Indenture or Section 14 of the Subordinated Indenture, as the case may be.

 

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

 

Issuers” means the US Issuers and the Canadian Issuers.

 

Jurisdiction Clause” means Section 13.04 of the Senior Indenture and Section 13.04 of the Subordinated Indenture, as the case may be.

 

Managing Board Resolution” means a written resolution of the managing board (bestuur) of the Cooperative, dated November 7, 2014;

 

Members Resolution” means a written resolution of the meeting of members of the Cooperative, dated November 7, 2014.

 

New York Court” means any Federal or state court located in New York City.

 

New York Law” means the law of the state of New York.

 

Notation of Guarantee” means the Notation of Guarantee to be made by the Cooperative, the Issuers and the other entities named in it and being part of the Senior Indenture or the Subordinated Indenture as the case may be.

 

9



 

Registration” means the registration with the SEC under the Securities Act of amongst others, common units representing limited liability company interests, and of Debt Securities of the US Issuers, and of the Canadian Issuers.

 

Registration Statement” means the registration statement on form S-3 in relation to the Registration (excluding any documents incorporated by reference in it and any exhibits to it) originally filed with the SEC on November 7, 2014.

 

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

 

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

 

Senior Indenture” means the Senior Indenture between the Issuers, the Trustee, the Cooperative and the other Subsidiary Guarantors named in it.

 

Subordinated Indenture” means the Subordinated Indenture between the Issuers, the Trustee, the Cooperative and the other Subsidiary Guarantors named in it,

 

Subsidiary Guarantors” has the meaning as defined in the Senior Indenture and Subsidiary Indenture.

 

Trade Register Extract” means a Trade Register extract relating to the Cooperative provided by the Chamber of Commerce and dated November 12, 2014.

 

Trustee” means the company appointed as trustee in the Senior Indenture or the Subordinated Indenture, as the case may be.

 

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

 

10



EX-8.1 5 a2222590zex-8_1.htm EX-8.1

Exhibit 8.1

 

 

December 19, 2014

 

Niska Gas Storage Partners LLC

1001 Fannin St., Suite 2500

Houston, Texas 77002

 

Re: Niska Gas Storage Partners LLC Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Niska Gas Storage Partners LLC (the “Company”), a Delaware limited liability company, with respect to certain legal matters in connection with the preparation of a Prospectus dated on or about the date hereof (the “Prospectus”), forming part of the Registration Statement on Form S-3 (the “Registration Statement”). The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by the Partnership, pursuant to Rule 415 of the Securities Act, of up to $1,250,000,000 of:

 

(1) common units representing limited liability company interests in the Company;

 

(2)  debt securities of the Company; and

 

(3)  guarantees of the debt securities by the Company or certain subsidiaries of the Company listed in the Registration Statement

 

This opinion is based on the facts and assumptions disclosed in the Registration Statement, and is conditioned upon representations made by the Company confirming the accuracy of such facts and assumptions through a certificate of an officer of the Company (the “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 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 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 hereby confirm that all statements of legal conclusions contained in the discussion in the Prospectus under the caption “Material U.S. Tax Consequences to Unitholders” constitute the opinion of

 

Vinson & Elkins LLP  Attorneys at Law

Abu Dhabi  Austin  Beijing  Dallas  Dubai  Hong Kong  Houston  London

Moscow  New York  Palo Alto  Riyadh  San Francisco  Tokyo  Washington

1001 Fannin Street, Suite 2500

Houston, TX 77002-6760

Tel +1.713.758.2222  Fax +1.713.758.2346  www.velaw.com

 



 

Vinson & Elkins L.L.P. with respect to the matters set forth therein as of the effective date of the Registration Statement, subject to the assumptions, qualifications, and limitations set forth therein. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service 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 Officer’s Certificate, may affect the conclusions stated herein.

 

No opinion is expressed as to any matter not discussed in the Prospectus under the caption “Material U.S. Tax Consequences to Unitholders.”  We are opining herein only as to the federal income tax matters described above, and we express no opinion with respect to the applicability to, or the effect on, any transaction of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.

 

This opinion is rendered to you as of the effective date of the Registration Statement, and we undertake no obligation to update this opinion subsequent to the date hereof. 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 pursuant to the Registration Statement.

 

We hereby consent to the filing of this opinion as an exhibit to the Prospectus and to the use of our name under the captions “Material U.S. Tax Consequences to Unitholders” and “Legal Matters” in the Registration Statement.  By giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

 

 

Very truly yours,

 

 

 

/s/ Vinson & Elkins L.L.P.

 



EX-8.2 6 a2222590zex-8_2.htm EX-8.2

Exhibit 8.2

 

December 19, 2014

 

Niska Gas Storage Partners LLC

170 Radnor Chester Road, Suite 150

Radnor, PA 19087

 

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. 333-200004), 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 on 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. 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, 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,

 

/s/ BENNETT JONES LLP

 

Bennett Jones LLP

 

GMJ/eh

2



GRAPHIC 7 g240022kii001.jpg G240022KII001.JPG begin 644 g240022kii001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!PD'!@H)"`D+"PH,#QD0#PX. M#QX6%Q(9)"`F)2,@(R(H+3DP*"HV*R(C,D0R-CL]0$!`)C!&2T4^2CD_0#W_ MVP!#`0L+"P\-#QT0$!T]*2,I/3T]/3T]/3T]/3T]/3T]/3T]/3T]/3T]/3T] M/3T]/3T]/3T]/3T]/3T]/3T]/3T]/3W_P``1"``4`*D#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#T%T:P\500 MRS3M:7"_NE:5B%<=NOM^M:FN.$TN0C?YIPL6QRIWG@=/'_7V MK"9".O'7_/M3;6[76[RS=,&*",3N/^FAX`_#YC^5>?\`!*='^;;Y[_=N='Q) M3[;_`->8_3VN+;4%M//@EMQ%EF:7=*S]S@GI6C]MM<.?M$.(QE_G'RCW]*QH MX(HO&Y\N-$W6A8[1C)W=:CL["V/BW4(_(C\M8T81[?ER<5)4Z;D;(J)M2LEE\IKN`/G&TN.OI6+9VRPZ]K-M;,( M(VA5AC@*Q'7]:K&>YTS2A9ZII7F6D8`,T#`\9^]CU]Z;Q4E&[5M]=6M';Y>H M>R3>AU,UQ%;IOGE2->F6.*9#>6T\;20SQ.B_>*L"!]:QM/G74/%%V\GS"&)/ M(!_A4@$D>YXIFK0+#XFT]XT7%WNCG3&0ZCU'?K^E6\2^7GBM+V_&U_O$J:OR MO>US:?4;-(O-:ZA$>[;N+C&?2ITD25`\;*R,,AE.0:YSPUI]K-:7GFP(X%PZ M`,,A5XX'I1H5S_9_AZ^DP62VFDV*3V'04J>)D^5S2LTW]P2IK5+H3ZC>1/J\ MUG?,ZVR6X=%1B#(Q..W)/H*O:'!<6^DPQW;,9>3ASDJ,\`GU`K';3KJ]TZVU M>")E*:-/<1R2QS1*"K(Y7N/3K1:Z3%/8P/)/>%WC5B M?M+CDCZU3\0Z1:VVB7,T`DC*J/E61MK=5C5HXC@*O M'MUQ[UHTY8AJ4>BZ^;U%=*GH^IGZE8M:P:1YTDCSBY2-V,A(89)Y_2K6M0A- M>*.1(WD17?[JE@"WT%4H;N>3698?,MC:B/*! M7S)GOD>G_P!:H=!D@O(GNV):])VS[Q\T9'\('856M8(H?&ERL4:(#:@D*,#) M(S71*K*2A);-F:@E==D;)OK4"0_:(<1C+G>/E'OZ4Z"YANH_,MY4E3^\C9%8 M%A86I\5:C'Y$?EHB,(]OR@D=<=*738%M]>UBVMSY,1C5@!P%)'6E'$3;5TK- MM?=?_(;IQUL^ES9?4K*.7RWNH5?.,%QU]*LY'K7)B2[TO239ZCI8GM%&#-"P M.1_>QZ^]:/\`PE>D_P#/9O\`O@T0Q?)YV?*QA= MNW/3&*=9QO'JHO//D:6X8)(#MP1V[>U%%>5&3YUK]HZFE;Y#[NS`UBYE6613 M<((9`,8V[?IUJGI]W<:K,VF74S&W`VL5`#.!V)Q_*BBG.355I/1M_F"2Y;^A M-YY?W+>>&&W)6VH0.T<\RA90N-LG3J M,57C1UU,W_GR&9_W9!"[=N>F,445K5;4[+NOR)CK'Y#K&-XM4%WY\C27)"R` M[<$=NU2S6@76KF19)!]I`BD7C&-OTHHI1;]FO\0/XOD9]A=W&H3'2KB9C;@; B"5`#LH[$XKH/[%T__GTB_*BBM\$E4BW/7U(K/E?NZ'__V3\_ ` end GRAPHIC 8 g240022kki001.jpg G240022KKI001.JPG begin 644 g240022kki001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!PD'!@H)"`D+"PH,#QD0#PX. M#QX6%Q(9)"`F)2,@(R(H+3DP*"HV*R(C,D0R-CL]0$!`)C!&2T4^2CD_0#W_ MP``+"``W`+0!`1$`_\0`'P```04!`0$!`0$```````````$"`P0%!@<("0H+ M_\0`M1```@$#`P($`P4%!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$( M(T*QP152T?`D,V)R@@D*%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_]H`"`$!```_`.2^'"M+XUM8U/S/!<*,G`R87I8OASK[;$233F8X4`:A M&23^=:_A?P)K>G>+]+GNGL0EO=HTBK>HS#!Y&W.2?:L_XJ$_\+(U+D_\L?\` MT6M>W^+?^1'U?_KPE_\`0#7S';0/@PB75;Z"U1ON^8V"WT'4_A61:?$CPI>SK##K5N'8X'F!HP?Q8` M5O7NH6NG6,E[>3QPVL8#-*Q^4`]\_C6=8^,?#^IO*EEJ]I*88S+)MD&$08RQ M/83@%@P7/^\1C]:V-4UW3-%M8[G4KV&V@E;:DDC8#' M&>#]!52/QEX?ETZ>_CU>T:T@8+)+OX4GH/J?2H-,\?\`AG5[Q+2RU>![ASA$ M8,A8^@W`9-=!)(D4;22.J(HRS,<`#U)KF)_B7X2MYC$^MP%@<$QJSK^8!%;> MFZUIVL6ANM-O8+F!?O/$X.WZ^GXUY/X[^*U_'JQM?#%_:FQ\I3]HB0.Q8YR, MG@8X[5U7@3QSILOA&U&KZU$^HQ1/)<^:_P`ZC>>3^!'Z5Y]XL^*NOW6IWUMI M5_%!8I*R026R#=(@/#;CD\^V*]2LOB%X8%A;B?7K/S1$N_=)SNQSFO&?AE"M MSX]L8')"RQSH2.N#$P_K56/2H-&^)4&GP%GCM-5CB1GQN($@Y..]7=.5?^%R M1G:,_P!MMSC_`*:FG?%3_DI.I?\`;'_T6M>X>+?^1'UC_KPE_P#0#7S+9B8W MEN+7(N#*GE8Z[\C;U]\5V7BG3OB"^D/)XB%Y+81$._[R-E7W(0]OTJ]\(?$& MEZ1JES;W5F1>W$3&.ZWYRJC<8\=LX)SWP/:N,O\`6'\1^(3J.M7$@2>4&1D& MXQ19^Z@]AT%:GB7_`(0I]/C/AI]12[5@'2Y7*2+W.3T/TXK2\/\`B2XNOAQX MDT*XD:6.WMEGMRQR47S%#+],D$?4U@>$M"E\3>(8-(CN3;IJ7LUY\&=&69BWV?4GA0 MGKM"L0/PSC\*J>`?!C^-;NZM9+Y[6UM565MJ[LNV0,`\=`>:Q/$.D/X?\07N MF--YC6LFT2J,9X!!]C@BNQ^)'BR^U'1]!TUI6$(GU-M0R^ M#GABXL;>9Q?;I(U8XN#U(SZ5Y'X0UU/#/B:TU66WDG2`/F-#@G@'6EOKM_#_Q-N+ZYMY";74WG,6-I9=Y( MQGU!'-5/%NO)XF\4W.JQ6\D"3E,1N3UY/3BN?U[PWJ/@;7E%U:B M6"&8/!+)'NAG4'(![=."#6[?_$K39X(4TGPAHT-P3^\,T"2@^R@`&MV6#4IO MA?K^IZKHNF:6TL"I`MM9B&5DWJ26YS@\8'MGTKF/A$?^+BV7_7&;_P!`K6^. M1_XJO3_^O+_V=JQ;H_\`%G-/_P"PQ)_Z`:Z?X#_\?VM?]'EL]X\^X_LT;(T MSSSG!..@JG\9=.GM?&2W9A9;6>VC6.0+\N5R"N?4<<>];7P>\97UQ>6_AEX[ M#4[9 MY9G$:*(6^9B<`?=]:ZA88E.5C0'U"BGTR2-)D*2(KH>JL,@U!!I=A:R>9;V5 MM$_]Z.)5/Y@5990P(8`@]C35AC0Y6-%/J%%#Q1N.O^1%UO_KSD_P#037SIX<_Y&?2?^OV'_P!#%?0OBOQY MH_A`*E](\MTZ[DMH1N>665"?RX_G7<:1XQTG7 MM$N-3TV9I8[9&:6(C;(F!G!!^G';WKF-,^-.A:A>1PR6UW:1L&9IIMFQ`%)Y MP2>V.!U-49OCKIJ716'2+R2`'`D+JK$>NW_Z]=]H?B/3O$.BKJEC-_HW.\R? M*8R.H;T(KB]8^-FB6%PT5A:W&H!#@RJ1'&?H3R?KBIM!^,NAZM=);WL4VG/( M<(\I#1D^[#I^(Q75>)/%.F>%=.%YJDQ57.V.-!N>0^BC^O2N!?X\6(E(31;H MIGJTR`_E_P#7KK_"7C[2?&'F161EANHEW/;S`!L>H(R"*Z>BBBBBBBBO/_'' MQ-D\'ZZFGKI:W0>!9O,,^SJ2,8VGTI9O%/\`PEOPCUG4VMUMB8)XC&)-V"!C MK@=>*\6\,J7\5:.H&2;Z$?\`CXJ3QA>S:AXNUBXG8[S=2(-W\*JQ51^``KUG MQEX(T'3_`(9SR6ME!'<6<"RQW*K^\=N,Y;J=V3^=>E=!JGAGQ'XF\`Z)=?8[J2[TOS;:2WE4K*R9&Q@&QG``'K7.:?XB MU;PM87&D7FEP26=P3YMO?VK*22,'#<'M^':NV^&FO^%;GQ!!%'H*:5JS*RPR MQSN\G6O8:********X#XH>`KCQ7!;WVEE/[0M5*>6[;1*A.<9 MZ`@],\"#UQGK7' MRZGXNUG3HO#LDTLUO'M40%HP3CH"V>0..I["O0/!7PUNM`TO4M1U0(=2GM)( M88$8$1`KSENFX\=.`._-<7X0\&Z]9^+-&GN-/*10W4;.WG1G`!Y.`V:[WXR: M)J&M6FDKIUL9S%+(7&]5P"!C[Q%9'@3P%.Y$448]D4Y/Y<^M=?XS\&>(FTC3WT#6K^:YLX?+G5[MD:XYSOSG&[)/! M/3`SQ7`'Q9XL@T6Y\/7L4=VLVY"]V1+*@/4!BV/IG.*WOAM\-M4BURTUK5D2 :VMK8^9%'Y@9Y&P0.A(`&<] GRAPHIC 9 g240022kki002.jpg G240022KKI002.JPG begin 644 g240022kki002.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!PD'!@H)"`D+"PH,#QD0#PX. M#QX6%Q(9)"`F)2,@(R(H+3DP*"HV*R(C,D0R-CL]0$!`)C!&2T4^2CD_0#W_ MVP!#`0L+"P\-#QT0$!T]*2,I/3T]/3T]/3T]/3T]/3T]/3T]/3T]/3T]/3T] M/3T]/3T]/3T]/3T]/3T]/3T]/3T]/3W_P``1"`!$`/@#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V:L34/$0L M=6%EY"/Q%_RU`=M[%?E7'S8QD\]*VZR+_0$O[YYWN)$218UDC55^;8Q88;J. M3VH`G?7M.C\[?Y\Z3)+/49[>&%+@/<0^-6)*KM#`XRIP!TJ:PT(6$MI(EW*_V:%H,, MJ_/&3D`\=1@<]Z`))=;M[>]N8+@&,0^6%898R%P2`%`SGY:&\0Z8OE9NU_>J MK*0K$8)V@DXXY&.>]0-X>+S/S&\,HD2;:OR84J%VXP1AC^=,_X1>W%O+$ M)YOWL2QLQQDD.7+?4EC0!M.GU-8C8 M[8V9;N7RP6!0K\K-D@C/\/2J0\,01R731NF)]Y`D@1RI8Y;DCD>QJ5]!_P") M?8VT-Y,CV;[XY2`S$X(Y!XQ\Q_2@"9M6"G4QY)_T``GYOO\`R!_PZXJ+1M:. MJ/+&\*QO&DP6T\$,KXDG;;&N,Y.,U8K+O-(>XU&*[CN9 M%99$9E."-J@\#C/4^M`$RZO;-"\N)@BL%4F)AYA)P`OKSZ4W^V[+]W^\;#XR M=A^3+;1N_N_,".>XJD-%G61IHE@A*R1R1P([%"RDY).."0V.!V'6F_V%=;9E M\R'%W@W!R?D/F,_R^O#$&X? M+]:PG\/3^?'+')$%ADDD2(YV-ND#!2,=.#]#@TG_``CDC0RQ2,CDMP[.3O4R M!R&7'7CU/ZT`;R31R,521&8`$@,"<'I5>/4[>1;5E9@MTI:,D8X`SSZ<5#9: M?):ZC0BG)+>O08X[9(^E4(_#DEM;VAMFB2YAA=&=LL"Q7`.#QC-` M&E=ZO;6B*[,71HWD#1X8$+C/\Z?<:C';W:6WE322NN_$:9P,XR?SK'/AVY:" M5/,B4N)L#<6QO50.<#NI[=ZO7^FRSZK#=HD4BI&4*O(R$'<#D8!ST[T`:/VB M'#GS8\1_?.X?+]?2FQ7=O/-)%%,CR1XWJK9*Y&16)_85V\EP\[12-(H`VN4R M0^Y6^[@8],'WSFK5I97EC=M+L@F-QY0DD7Y2N%PQQCIQQ]:`+K:E;K=_9BS; M]VS.T[0V-VW/3..:B76+=K47`2XV,P5/W+9?/3:,9-5)='G?6#=J8O\`6!PY M8YV[-NPKC')S\W7FD31Y%MYT-M:M'(ZE+8R-Y<6!C<#C.3[`4`;,;^9&K@,` MPSAA@CZBH)+^&&[2WD\Q6<[58H=A.,XW=,\4R"R=+.UBFN9GD@4;G5B-Y`[^ MM0W-K>7&IQNPA-I$,QC>0P8@@L1C!QG`&?7\`"\+B$J["6,JGWCN&%^OI58: MK;&UEN`6*1R^5P,EFS@`8ZY)&*RU\.RQ10"+[/\`NH85=,$+*R-DYXZ'/6KE MOIDD.F7,#PVLIFF>3RB2(\,')5$0,T M9"W!W=>8!C:GU^5?UKH*`"BBB@`HHHH`****`"H+B]MK0J+B>.(O]T,P!-3U MED36>L7$YMI)X[A457CP2F,Y4@D<BYQDG%6=#NIYU$ET)#) M<+Y@(^XJKA1C_>Y;\:`-)[NW03[ID'D+NE^;[@QG)].*=%/'/O\`*<-L;:V. MQ]/UKG'TW4?+NIC$K/?03+)&O#*2"8\G.#C[O'K3Q97\=W,;:.:.9KAY!*TG M[K84Q@C/7=CM[T`=)29S7/6ME?.+<2O=!#,IF0L5P`C9YW$D%MN<5!)97T&G M-;VMO.L@EF<2"0D[MV4Q\PX(/4^G3F@#IW=8D9Y&5449+,<`"F6]U#=Q^9;R MI*@.-RG(S5"^$FH6`:&%F\JX5C$V!YH1N0,^N,C/H*JZK)?WB1&SM+F(KDAB M<,&!&`0&Q@C/)S]*`-ZD)"J23@#DFL![7489'GB6:5V>X!1ICM*\^6,9X[8Q MS4*6NH>2$GCNY(-TH1$DVL"0NPGYLX'S]2<<4`='%*DT22QL&1U#*PZ$'H:@ MN-2L[6417%U#%(1D*[@$UD:?;ZA#>6"O%)''#&D0R27VGNBY6*5F<^@,;#^9%`$AU"T"RL;J';#_K#O'R?7TJ6"XBN8A)!(DB M'^)3D5S]W;7.H-=NMG+!(`L<.57&T2*Q8G/).,X[`>IK2;39H[">*WN/WT\F M^61QC.<`XQC'`Q0!;^VVVTM]HBVA2^=XQM'!/T%"7UK)/Y*7,+3?\\PXW?EU MKFH]%OU%N?(0"V21A"N`DG[T,J'/MR/?&:W88'GU1KJ6+8D2!(0V,DM@LW\A M^!]:`+]%%%`!1110`4444`%%%%`!1110`4444`%%%86KVJ)JD5S':B686\T@ M7!^=UV;UGEN(RJ/(5F4;MG[DD[@,=#VZ MU:UZ2\*0>3'*T"M&[/$X4NV]>",YQCG\1[T`;;*&4JP!4C!!Z&CIP*YJ*3-X MWFNXD/GB\#LVU5W?N\^@QC&.V:EL;RVM]$F2^=C&&D(V%B'0,/N=]OS`#_"@ M#H:*Y&99CIT+03"4NLBV\*S-NBD+97!'WMH(!SP/I5BTNG@UR22>1M@,HD&6 MW*`1@N.FWCY<>H]Z`.FHK#ME237[I(Y-T4D3!A$[?*VX9W>C((WFLH8T4,7N8@0V<$;AUQVH`U**YUKZ:ROH[-&6&-`4D`3Y4_=EMZ MC&2`0.IQU%6M*U"YNBGVQUAF+,&MS&OY"FW++_9SF&4[5N&-KEVWL@VY$?J8;:=BAC@:4F!"Q;"[1G!/."VXB@#5HHHH`****`"BBB@`HHHH`* M***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HH 9HH`****`"BBB@`HHHH`****`"BBB@#__V3\_ ` end GRAPHIC 10 g240022kui001.jpg G240022KUI001.JPG begin 644 g240022kui001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!PD'!@H)"`D+"PH,#QD0#PX. M#QX6%Q(9)"`F)2,@(R(H+3DP*"HV*R(C,D0R-CL]0$!`)C!&2T4^2CD_0#W_ MVP!#`0L+"P\-#QT0$!T]*2,I/3T]/3T]/3T]/3T]/3T]/3T]/3T]/3T]/3T] M/3T]/3T]/3T]/3T]/3T]/3T]/3T]/3W_P``1"``4`*D#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#T%T:P\500 MRS3M:7"_NE:5B%<=NOM^M:FN.$TN0C?YIPL6QRIWG@=/'_7V MK"9".O'7_/M3;6[76[RS=,&*",3N/^FAX`_#YC^5>?\`!*='^;;Y[_=N='Q) M3[;_`->8_3VN+;4%M//@EMQ%EF:7=*S]S@GI6C]MM<.?M$.(QE_G'RCW]*QH MX(HO&Y\N-$W6A8[1C)W=:CL["V/BW4(_(C\M8T81[?ER<5)4Z;D;(J)M2LEE\IKN`/G&TN.OI6+9VRPZ]K-M;,( M(VA5AC@*Q'7]:K&>YTS2A9ZII7F6D8`,T#`\9^]CU]Z;Q4E&[5M]=6M';Y>H M>R3>AU,UQ%;IOGE2->F6.*9#>6T\;20SQ.B_>*L"!]:QM/G74/%%V\GS"&)/ M(!_A4@$D>YXIFK0+#XFT]XT7%WNCG3&0ZCU'?K^E6\2^7GBM+V_&U_O$J:OR MO>US:?4;-(O-:ZA$>[;N+C&?2ITD25`\;*R,,AE.0:YSPUI]K-:7GFP(X%PZ M`,,A5XX'I1H5S_9_AZ^DP62VFDV*3V'04J>)D^5S2LTW]P2IK5+H3ZC>1/J\ MUG?,ZVR6X=%1B#(Q..W)/H*O:'!<6^DPQW;,9>3ASDJ,\`GU`K';3KJ]TZVU M>")E*:-/<1R2QS1*"K(Y7N/3K1:Z3%/8P/)/>%WC5B M?M+CDCZU3\0Z1:VVB7,T`DC*J/E61MK=5C5HXC@*O M'MUQ[UHTY8AJ4>BZ^;U%=*GH^IGZE8M:P:1YTDCSBY2-V,A(89)Y_2K6M0A- M>*.1(WD17?[JE@"WT%4H;N>3698?,MC:B/*! M7S)GOD>G_P!:H=!D@O(GNV):])VS[Q\T9'\('856M8(H?&ERL4:(#:@D*,#) M(S71*K*2A);-F:@E==D;)OK4"0_:(<1C+G>/E'OZ4Z"YANH_,MY4E3^\C9%8 M%A86I\5:C'Y$?EHB,(]OR@D=<=*738%M]>UBVMSY,1C5@!P%)'6E'$3;5TK- MM?=?_(;IQUL^ES9?4K*.7RWNH5?.,%QU]*LY'K7)B2[TO239ZCI8GM%&#-"P M.1_>QZ^]:/\`PE>D_P#/9O\`O@T0Q?)YV?*QA= MNW/3&*=9QO'JHO//D:6X8)(#MP1V[>U%%>5&3YUK]HZFE;Y#[NS`UBYE6613 M<((9`,8V[?IUJGI]W<:K,VF74S&W`VL5`#.!V)Q_*BBG.355I/1M_F"2Y;^A M-YY?W+>>&&W)6VH0.T<\RA90N-LG3J M,57C1UU,W_GR&9_W9!"[=N>F,445K5;4[+NOR)CK'Y#K&-XM4%WY\C27)"R` M[<$=NU2S6@76KF19)!]I`BD7C&-OTHHI1;]FO\0/XOD9]A=W&H3'2KB9C;@; B"5`#LH[$XKH/[%T__GTB_*BBM\$E4BW/7U(K/E?NZ'__V3\_ ` end