EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2015 • Niska Gas Storage Partners LLC • Natural gas transmission
This Employment Agreement (“Agreement”) is made and entered into by and between Niska Gas Storage Partners LLC, a Delaware limited liability company (the “Company”) and Vance E. Powers (“Employee”) effective as of June 5, 2015 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2010 • Niska Gas Storage Partners LLC • Natural gas transmission • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 17, 2010, by and between Niska Gas Storage Partners LLC, a Delaware limited liability company (the “Company”), and Niska Sponsor Holdings Coöperatief U.A., a coöpertief formed in the Netherlands (“Holdco”).
NISKA GAS STORAGE PARTNERS LLC $75,000,000 of Common Units Representing Limited Liability Company Interests Equity Distribution AgreementEquity Distribution Agreement • November 4th, 2013 • Niska Gas Storage Partners LLC • Natural gas transmission • New York
Niska Gas Storage Partners LLC, a Delaware limited liability company (the “Company” or “Niska”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc. (the “Manager”) as follows:
REGISTRATION RIGHTS AGREEMENT by and among Niska Gas Storage Canada ULC, Niska Gas Storage Canada Finance Corp. and the Guarantors party hereto and RBC Capital Markets, LLC as the Representative of the several Purchasers Dated as of March 17, 2014Registration Rights Agreement • March 18th, 2014 • Niska Gas Storage Partners LLC • Natural gas transmission • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 17, 2014, by and among Niska Gas Storage Canada ULC, an Alberta unlimited liability corporation (“Niska Canada”) and, its wholly-owned subsidiary, Niska Gas Storage Canada Finance Corp., an Alberta corporation (“Canadian Finco” and together with Niska Canada, the “Issuers”), the Guarantors party hereto (collectively, the “Guarantors”), and RBC Capital Markets, LLC (the “Representative”) as the representative of the several purchasers (the “Purchasers”) listed on Schedule I to the Purchase Agreement (as defined below), each of whom has agreed to purchase $575,000,000 aggregate principal amount of the 6.50% Senior Notes due 2019 of the Issuers (the “Notes”). The Notes will be unconditionally guaranteed (the “Note Guarantees”) on a senior unsecured basis by the Guarantors pursuant to the Indenture (as defined below). The Notes and the Note Guarantees included in the Indenture are herein collectively
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF NISKA GAS STORAGE PARTNERS LLCOperating Agreement • April 3rd, 2013 • Niska Gas Storage Partners LLC • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF NISKA GAS STORAGE PARTNERS LLC, dated as of April 2, 2013 is entered into by Niska Gas Storage Management LLC, a Delaware limited liability company (together with any successor, in its capacity as the managing member of the Company, the “Manager”), together with any other Persons who are or who may become Members in the Company or parties hereto as provided herein.
NISKA GAS STORAGE PARTNERS LLC 17,500,000 Common Units Representing Limited Liability Company Interests UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2010 • Niska Gas Storage Partners LLC • Natural gas transmission • New York
in connection with the offering and no other use or distribution of this opinion letter may be made without such counsel’s prior written consent.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 30th, 2011 • Niska Gas Storage Partners LLC • Natural gas transmission • Alberta
NISKA PARTNERS MANAGEMENT ULC, a body Corporate having its head office in Calgary, Alberta, (hereinafter called the “Company”)
COMMON UNIT PURCHASE AGREEMENTCommon Unit Purchase Agreement • November 7th, 2011 • Niska Gas Storage Partners LLC • Natural gas transmission • Delaware
This COMMON UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of August 24, 2011 by and between Niska Gas Storage Partners LLC, a Delaware limited liability company (“Niska”), and Niska Sponsor Holdings Coöperatief U.A., a coöperatief formed in the Netherlands (“Purchaser”).
AGREEMENT REGARDING NISKA GAS STORAGE PARTNERS LLC PHANTOM UNIT PERFORMANCE PLAN AWARDSPhantom Unit Performance Plan Awards Agreement • August 4th, 2015 • Niska Gas Storage Partners LLC • Natural gas transmission
This Agreement Regarding Niska Gas Storage Partners LLC Phantom Unit Performance Plan Awards (the “Agreement”) is entered into between Bruce D. Davis, Jr. (“Employee”) and Niska Gas Storage Partners LLC, a Delaware limited liability company (the “Company”), as of July 31, 2015 (the “Effective Date”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2011 • Niska Gas Storage Partners LLC • Natural gas transmission • New York
This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 24, 2011 by and between Niska Gas Storage Partners LLC, a Delaware limited liability company (“Niska”), and Niska Sponsor Holdings Coöperatief U.A., a coöperatief formed in the Netherlands (“Holdco”).
AGREEMENT AND PLAN OF MERGER AND MEMBERSHIP INTEREST TRANSFER AGREEMENT BY AND AMONG NISKA GAS STORAGE PARTNERS LLC, NISKA GAS STORAGE MANAGEMENT LLC, NISKA SPONSOR HOLDINGS COÖPERATIEF U.A., SWAN HOLDINGS LP AND SWAN MERGER SUB LLC DATED AS OF JUNE...Merger Agreement • June 18th, 2015 • Niska Gas Storage Partners LLC • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER AND MEMBERSHIP INTEREST TRANSFER AGREEMENT, dated as of June 14, 2015 (the "Agreement"), is by and among Niska Gas Storage Partners LLC, a Delaware limited liability company (the "Company"), Niska Gas Storage Management LLC, a Delaware limited liability company and sole managing member of the Company ("ManagementCo"), Niska Sponsor Holdings Coöperatief U.A., a Netherlands coöperatief ("Swan Sponsor"), Swan Holdings LP, an Ontario partnership ("Parent"), and Swan Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent ("Merger Sub" and, together with Parent, the "Parent Entities"). The Company, ManagementCo, Swan Sponsor, Parent and Merger Sub are sometimes referred to individually as a "Party" and collectively as the "Parties."
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • May 12th, 2010 • Niska Gas Storage Partners LLC • Natural gas transmission • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of May 7, 2010 is made by and among Niska GS Holdings US, L.P., a Delaware limited partnership (“Niska US”), Niska Gas Storage Partners LLC, a Delaware limited liability company (the “Company”), Niska Partners Coöperatief U.A., a coöperatief formed in the Netherlands (“DutchCo”), Niska II Holdings, L.P., a Delaware limited partnership (“Niska II Holdings”), Niska HoldCo ULC, an Alberta unlimited liability corporation (“Holdco”), Niska GP ULC, an Alberta unlimited liability corporation (“GP ULC”), Niska II GP LLC, a Delaware limited liability company (“GP Canada LLC”), Niska Gas Storage Canada GP, LLC, a Delaware limited liability company (“Gas Storage Canada GP”), Niska GS Holdings II, L.P., a Delaware limited partnership (“Niska II”), Niska GS Holdings I, L.P, a Delaware limited partnership (“Niska I”), Niska Sponsor Holdings Coöperatief U.A., a coöperatief formed in the Netherlands (“Sponsor Holdings”
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 29th, 2010 • Niska Gas Storage Partners LLC • Natural gas transmission • Alberta
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amending Agreement”) dated and effective as of the 1st day of March, 2009 (the “Effective Date”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • June 20th, 2014 • Niska Gas Storage Partners LLC • Natural gas transmission • Alberta
This Separation Agreement and General Release of Claims (this “Agreement”) is entered into between Niska Partners Management ULC (the “Company”), and Simon Dupéré (“Dupéré”). Niska Holdings L.P., a Delaware limited partnership formerly known as Niska GS Holdings Canada, L.P. (“Holdings”) and Niska Gas Storage Partners LLC (the “MLP”) enter this Agreement for the purpose of acknowledging and agreeing to the provisions of Section 12 below. The Company, Holdings, the MLP and Dupéré are sometimes collectively referred to herein as the “Parties.”
AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF NISKA GAS STORAGE PARTNERS LLCOperating Agreement • April 3rd, 2013 • Niska Gas Storage Partners LLC • Natural gas transmission • Delaware
This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Operating Agreement (the “Operating Agreement”) of Niska Gas Storage Partners LLC, a Delaware limited liability company (the “Company”), is entered into effective as of April 2, 2013, by Niska Gas Storage Management LLC, a Delaware limited liability company, as the managing member of the Company (the “Manager”). Capitalized terms used but not defined herein have the meaning given such terms in the Operating Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 30th, 2012 • Niska Gas Storage Partners LLC • Natural gas transmission • Alberta
This Executive Employment Agreement (the “Agreement”) is made and entered into as of April 24, 2012 (the “Effective Date”), by and between Simon Dupéré (the “Executive”) and Niska Partners Management ULC (the “Company”).
RELEASE AND CONFIDENTIALITY AGREEMENTRelease and Confidentiality Agreement • June 30th, 2014 • Niska Gas Storage Partners LLC • Natural gas transmission
SPONSOR EQUITY RESTRUCTURING AGREEMENT by and among Niska Gas Storage Partners LLC, and Niska Sponsor Holdings Coöperatief U.A. Dated as of April 2, 2013Sponsor Equity Restructuring Agreement • April 3rd, 2013 • Niska Gas Storage Partners LLC • Natural gas transmission • Delaware
THIS SPONSOR EQUITY RESTRUCTURING AGREEMENT (this “Agreement”) dated as of April 2, 2013 (the “Closing Date”), is entered into by and among Niska Gas Storage Partners LLC, a Delaware limited liability company (the “Company”) and Niska Sponsor Holdings Coöperatief U.A., a coöperatief formed in the Netherlands (“Sponsor Holdings”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • April 21st, 2010 • Niska Gas Storage Partners LLC • Natural gas transmission • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of , 2010 is made by and among Niska GS Holdings US, L.P., a Delaware limited partnership (“Niska US”), Niska Gas Storage Partners LLC, a Delaware limited liability company (the “Company”), Niska Partners Coöperatief U.A., a coöpertief formed in the Netherlands (“DutchCo”), Niska II Holdings, L.P., a Delaware limited partnership (“Niska II Holdings”), Niska HoldCo ULC, an Alberta unlimited liability corporation (“Holdco”), Niska GP ULC, an Alberta unlimited liability corporation (“GP ULC”), Niska II GP LLC, a Delaware limited liability company (“GP Canada LLC”), Niska Gas Storage Canada GP, LLC, a Delaware limited liability company (“Gas Storage Canada GP”), Niska GS Holdings II, L.P. a Delaware limited partnership (“Niska II”), Niska Sponsor Holdings Coopertief U.A., a coöpertief formed in the Netherlands (“Sponsor Holdings”), Niska GS Holdings Canada, L.P., a Delaware limited partnership (“Niska Canad
SERVICES AGREEMENTServices Agreement • March 29th, 2010 • Niska Gas Storage Partners LLC • Natural gas transmission • New York
This Services Agreement (this “Agreement”), effective as of March 5, 2010 (the “Effective Date”), is entered into by and between Niska GS Holdings US, L.P. a Delaware limited partnership (“Niska US”), Niska GS Holdings Canada, L.P., a Delaware limited partnership (“Niska Canada” and, together with Niska US, the “Partnerships”) and AECO Gas Storage Partnership, a partnership formed in the Canadian province of Alberta (the “Service Provider” and, together with the Partnerships, the “Parties”). The Parties desire to set forth the terms and conditions upon which Service Provider will provide certain services to the Partnerships and hereby agree as follows:
CREDIT AGREEMENT Dated as of March 5, 2010 among NISKA GAS STORAGE US, LLC, as US Borrower, AECO GAS STORAGE PARTNERSHIP, as Canadian Borrower, NISKA GS HOLDINGS I, L.P., as US Holdings, NISKA GS HOLDINGS II, L.P., as Canada Holdings ROYAL BANK OF...Credit Agreement • March 29th, 2010 • Niska Gas Storage Partners LLC • Natural gas transmission • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 5, 2010, among NISKA GAS STORAGE US, LLC, a Delaware limited liability company (the “US Borrower”), AECO GAS STORAGE PARTNERSHIP, an Alberta general partnership (the “Canadian Borrower” and, together with the US Borrower the “Borrowers”), NISKA GS HOLDINGS I, L.P., a Delaware limited partnership (“US Holdings”), NISKA GS HOLDINGS II, L.P., a Delaware limited partnership (“Canada Holdings”), ROYAL BANK OF CANADA, as the Administrative Agent and Collateral Agent, US Swing Line Lender and US L/C Issuer, Canadian Swing Line Lender and Canadian L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), Morgan Stanley Senior Funding, Inc., Goldman Sachs Lending Partners LLC, UBS Securities LLC and Credit Suisse AG, as co-documentation agents (the “Co-Documentation Agents”).
UNITS Each $1000 Principal Amount of Units Consisting of $218.75 Principal Amount of 8.875% Senior Notes Due 2018 of Niska Gas Storage US, LLC and Niska Gas Storage US Finance Corp. AND $781.25 Principal Amount of 8.875% Senior Notes Due 2018 of Niska...Indenture • March 29th, 2010 • Niska Gas Storage Partners LLC • Natural gas transmission • New York
INDENTURE, dated as of March 5, 2010, among Niska Gas Storage US, LLC (“Niska U.S.”), Niska Gas Storage US Finance Corp. (“U.S. Finco” and, together with Niska U.S., the “U.S. Issuers”), Niska Gas Storage Canada ULC (“Niska Canada”) and Niska Gas Storage Canada Finance Corp. (“Canadian Finco” and, together with Niska Canada, the “Canadian Issuers” and, together with the U.S. Issuers, the “Issuers”), the Guarantors (as defined herein) and The Bank of New York Mellon, as Trustee (as defined herein).
Paul Amirault Calgary, AB. T2W 5P2 Dear Mr. Amirault: Re: Settlement AgreementSettlement Agreement • September 29th, 2010 • Niska Gas Storage Partners LLC • Natural gas transmission
Further to our recent discussions, and our meeting on September 15, 2010 we confirm that Niska Partners Management ULC, including Niska Gas Storage Partners LLC, and its related and affiliated entities, (collectively, the “Company”) is prepared to make a without prejudice offer of settlement with respect to the termination of your employment on the terms and conditions as outlined below (the “Settlement Agreement”):
CREDIT AGREEMENT Dated as of July 28, 2015 by and between NISKA GAS STORAGE PARTNERS LLC, as the Borrower, SWAN FINANCE LP, as Administrative Agent and Collateral Agent, and The Lenders Party HeretoCredit Agreement • July 31st, 2015 • Niska Gas Storage Partners LLC • Natural gas transmission • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July 28, 2015 by and between NISKA GAS STORAGE PARTNERS LLC, a Delaware limited liability company (the “Borrower”), and SWAN FINANCE LP, an Ontario limited partnership, as the Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
NISKA GAS STORAGE PARTNERS LLC, as Parent, and NISKA GAS STORAGE CANADA ULC and NISKA GAS STORAGE CANADA FINANCE CORP. as Issuers, AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 6.50% Senior Notes Due 2019Indenture • March 18th, 2014 • Niska Gas Storage Partners LLC • Natural gas transmission • New York
INDENTURE, dated as of March 17, 2014, among Niska Gas Storage Partners LLC (“Parent”), Niska Gas Storage Canada ULC (“Niska Canada”) and Niska Gas Storage Canada Finance Corp. (“Canadian Finco” and together with Niska Canada, the “Issuers”), the Subsidiary Guarantors (as defined herein) and The Bank of New York Mellon, as Trustee (as defined herein).
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • August 4th, 2015 • Niska Gas Storage Partners LLC • Natural gas transmission • New York
This Separation Agreement and Release of Claims (the “Separation Agreement”) is entered into between Bruce D. Davis, Jr. (“Employee”), Niska Gas Storage Partners LLC, a Delaware limited liability company (the “Company”), and Niska Gas Transport Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company (“Transport”). The Company and its subsidiaries, including Transport, are collectively referred to herein as the “Company Group.” Niska Holdings L.P., a Delaware limited partnership formerly known as Niska GS Holdings Canada, L.P. (“Holdings”) also enters this Separation Agreement for the purpose of acknowledging and agreeing to the provisions of Section 4 below. Capitalized terms not defined herein shall have the same meaning given such term within the Employment Agreement (defined below).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2011 • Niska Gas Storage Partners LLC • Natural gas transmission • New York
This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 24, 2011 by and between Niska Gas Storage Partners LLC, a Delaware limited liability company (“Niska”), and Niska Sponsor Holdings Coöperatief U.A., a coöperatief formed in the Netherlands (“Holdco”).
