Exhibit 4.11


 


GIBSON ENERGY HOLDING ULC, GEP MIDSTREAM FINANCE
CORP., CANWEST PROPANE ULC, MOOSE JAW REFINERY ULC, MP ENERGY ULC, GEP ULC,
GIBSON GCC INC., MOOSE JAW REFINERY PARTNERSHIP, CANWEST PROPANE PARTNERSHIP,
GIBSON ENERGY PARTNERSHIP, MP ENERGY PARTNERSHIP, CHIEF HAULING CONTRACTORS
ULC, LINK PETROLEUM SERVICES LTD., LINK PETROLEUM, INC., GIBSON ENERGY (U.S.)
INC., BATTLE RIVER TERMINAL GP INC., BATTLE RIVER TERMINAL LP, AND BRIDGE CREEK
TRUCKING LTD.


 


as Obligors


 


and


 


BNY TRUST COMPANY OF CANADA


 


as Collateral Agent


 






 


DEMAND DEBENTURE — CO-ISSUER, PARENT AND SUBSIDIARY GUARANTORS


 


May 27, 2009


 






 


 


STIKEMAN ELLIOTT LLP


 

















 


DEMAND DEBENTURE


 


Demand debenture dated as of May 27, 2009 made
by Gibson Energy Holding ULC, GEP Midstream Finance Corp., Canwest Propane ULC,
Moose Jaw Refinery ULC, MP Energy ULC, GEP ULC, Gibson GCC Inc., Moose Jaw
Refinery Partnership, Canwest Propane Partnership, Gibson Energy Partnership,
MP Energy Partnership, Chief Hauling Contractors ULC, Link Petroleum Services
Ltd., Link Petroleum, Inc., Gibson Energy (U.S.) Inc., Battle River
Terminal GP Inc., Battle River Terminal LP, and Bridge Creek Trucking Ltd., as
obligors, to and in favour of BNY Trust Company of Canada, as Collateral Agent
for the benefit of the Secured Creditors.


 


RECITALS:


 


(a)                                  The Issuers may from time to time
issue Notes to the Noteholders pursuant to the Indenture with The Bank of New
York Mellon, as Trustee;


 


(b)                                 The Initial
Purchasers have agreed pursuant to the Note Purchase Agreement to purchase the
Notes issued by the Issuers in the aggregate principal amount of US
$560,000,000 on the terms and conditions contained in the Note Purchase
Agreement;


 


(c)                                  The Collateral Agent has agreed to
act as collateral agent for the Secured Creditors for the purposes of holding
any and all security for the payment and performance of the obligations of the
Issuers under the Indenture, the Notes and the other Indenture Documents;


 


(d)                                 Each Obligor
has, pursuant to a Guarantee, unconditionally guaranteed the obligations of the
Issuers (or, in the case of GEP Midstream Finance Corp., the obligations of
Gibson Energy ULC) and each other Credit Party under the Indenture Documents;


 


(e)                                  The Issuers and
each Obligor will receive substantial benefits from the issuance of the Notes
under the Indenture and the other Indenture Documents and each Obligor is,
therefore, willing to enter into this Debenture; and


 


(f)                                    It is a
condition precedent to the issuance of the Notes that each Obligor executes and
delivers this Debenture in favour of the Collateral Agent as security for the
payment and performance of such Obligors’ obligations under the Indenture, the
Notes, the Guarantees and the other Indenture Documents to which it is a party;


 


In consideration of the foregoing, the sum of $10.00
now paid by the Collateral Agent on its own behalf and on behalf of the
Noteholders to the Obligors and for other valuable consideration, including the
mutual agreements contained herein (the receipt and adequacy of which
consideration is hereby acknowledged by the Obligors), each of the Obligors
agrees as follows:


 

















 


ARTICLE 1


INTERPRETATION


 


Section 1.1                                               Defined Terms.


 


As used in this Debenture, the following terms have
the following meanings:


 


“ABL Credit Agent” has the meaning given to such term in the
Security Agreements.


 


“Additional Secured Creditor Joinder” means a completed
additional secured creditor joinder in the form of Schedule “B”.


 


“Additional Secured Creditors” means the holders from time to
time of Additional Secured Obligations.


 


“Additional Secured Debt Documents” means any document or
instrument executed and delivered with respect to any Additional Secured
Obligations.


 


“Additional Secured Obligations” has the meaning specified in
Section 5.22.


 


“Authorized Representative” means (i) the
Trustee and (ii) any other trustee or agent designated as an “Authorized
Representative” for any Additional Secured Creditors in an Additional Secured
Creditor Joinder delivered to the Collateral Agent in accordance with Section 5.22
for so long as the Additional Secured Obligations for which such party is
serving in such capacity constitutes Secured Obligations hereunder; provided
that so long as there are no Additional Secured Obligations, the Trustee will
be deemed to be the only Authorized Representative for the Secured Creditors.


 


“Charge”
has the meaning specified in Section 3.1.


 


“Charged
Property” has the meaning specified in Section 3.1.


 


“Collateral Account” has the meaning given to such term in
the Security Agreements.


 


“Collateral Agent”
means BNY Trust Company of Canada, acting as Collateral Agent on behalf of the
Noteholders and other Secured Creditors and any successor Collateral Agent
appointed (i) in the case of the Noteholders, hereunder and under the Indenture  and (ii) in the case of the Additional Secured
Creditors hereunder, and its successors and permitted
assigns.


 


“Credit
Parties” means, collectively, the Issuers and each Guarantor and “Credit Party” means any one of them.


 


“Debenture” means this demand
debenture.


 


2

















 


“Demand
Debentures” means, collectively, (i) this
Debenture; (ii) the demand debenture of even date herewith made by Gibson
Energy ULC to and in favour of the Collateral Agent for the benefit of the
Secured Creditors; and (iii) any other debenture or mortgage made by any
Credit Party to and in favour of the Collateral Agent in connection with the
Indenture Documents.


 


“Environment” shall mean ambient air, indoor air, surface
water and groundwater (including potable water, navigable water and wetlands),
the land surface or subsurface strata, natural resources, the workplace or as
otherwise defined in any Environmental Law.


 


“Environmental Claim” shall mean any claim, notice, demand,
order, action, suit, proceeding alleging liability for or obligation with
respect to any Response, damages to natural resources, personal injury,
property damage, fines, penalties or other costs resulting from, related to or
arising out of (i) the presence, Release or threatened Release in or into
the Environment of Hazardous Materials at any location or (ii) any
violation or alleged violation of any Environmental Law, and shall include any
claim seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from, related to or arising out of
the presence, Release or threatened Release of Hazardous Materials or alleged
injury or threat of injury to health, safety or the Environment.


 


“Environmental Law” shall mean any and all present and future
treaties, laws, statutes, ordinances, regulations, rules, decrees, orders,
judgments, consent orders, consent decrees, code, agreements with any
Governmental Entity or other binding requirements, and the common law, relating
to protection of public health or the Environment, the Release or threatened
Release of Hazardous Materials, and any and all Environmental Permits.


 


“Environmental Permit” shall mean any permit, license,
approval, registration, notification, exemption, consent or other authorization
required by or from a Governmental Entity under Environmental Law.


 


“Event of Default” shall mean (i) any Event of Default
under the Indenture and (ii) any event of default under any Additional
Secured Debt Documents.


 


“Fixtures” means all fixtures (including trade fixtures),
facilities and equipment, howsoever affixed or attached to real property or
buildings or other structures on real property, now owned or hereafter acquired
by each Obligor, in its own personal capacity and in its capacity as a partner,
general partner or managing partner of any Partnership Obligor in which it is a
partner, general partner or managing partner.


 


“Governmental Entity”  means (i) any international,
foreign, federal, provincial or municipal government, or political subdivision
thereof, (ii) any governmental agency, authority, board, bureau,
commission, department or instrumentality, (iii) any court or
administrative tribunal, (iv) any non-governmental agency or entity that
is vested by a governmental agency with applicable jurisdiction over a Person, 


 


3

















 


or (v) any arbitration
tribunal or other non-governmental authority to whose jurisdiction a Person has
given its general consent.


 


 “Guarantees”
means, collectively, (i) the guarantee of even date herewith made by each
of the Obligors (other than GEP Midstream Finance
Corp. and the Parent) in favour of the
Collateral Agent, the Trustee and the Noteholders (including the guarantees
contained in the Indenture), (ii) the guarantee of even date herewith made
by Parent in favour of the Collateral Agent, the Trustee and the Noteholders
and (iii) the guarantee of even date herewith made by the Issuers in
favour of the Collateral Agent, the Trustee and the Noteholders.


 


“Hazardous Materials” shall mean the following: hazardous
substances; hazardous wastes; polychlorinated biphenyls (“PCBs”)
or any substance or compound containing PCBs; asbestos or any
asbestos-containing materials in any form or condition; radon or any other
radioactive materials including any source, special nuclear or by-product
material; petroleum, crude oil or any fraction thereof and any other pollutant
or contaminant or chemicals, wastes, materials, compounds, constituents or
substances, subject to regulation or which can give rise to liability under any
Environmental Laws.


 


“Hedging Obligations” means “Hedging Obligations” as defined
in the Indenture  and which constitutes
First Lien Obligations pursuant to the terms of the Indenture, if any.


 


“Indenture” has the meaning given to such term
in the Security Agreements.


 


“Indenture Documents” means,
collectively, the Indenture, the Guarantees, the Notes, this Debenture, the
Intercreditor Agreement, the Registration Rights Agreement and each other Collateral Document.


 


“Initial Purchasers” means UBS
Securities LLC, RBS Securities Inc. d/b/a RBS and RBC Capital Markets
Corporation and their respective successors and permitted assigns.


 


“Intercreditor Agreement”
has the meaning given to such term in the Security Agreements.


 


“Issuers”
means (i) Gibson  Energy ULC, an
unlimited liability corporation amalgamated and existing under the laws of
Alberta, and its successors and permitted assigns, and (ii) GEP Midstream Finance Corp., a corporation
incorporated and existing under the laws of Alberta, and its successors and
permitted assigns.


 


“Lien”  means any mortgage, deed of trust, deed to
secure debt, pledge, hypothecation, assignment for security, security interest,
encumbrance, lien or charge of any kind, whether voluntarily incurred or arising
by operation of law, by statute, by contract, or otherwise, affecting any
Property, including any agreement to grant any of the foregoing, any
conditional sale or other title retention agreement, 


 


4

















 


any lease in the nature of a
security interest, and/or the filing of or agreement to give any financing
statement (other than a precautionary financing statement with respect to a
lease that is not in the nature of a security interest) under the PPSA, the UCC
or comparable law of any jurisdiction with respect to any Property.


 


“Liquidity Collateral” has the
meaning given to such term in the Intercreditor
Agreement.


 


“Noteholder” means a Person in whose name a
Note is registered in the register maintained by the Registrar pursuant to the
Indenture.


 


“Note  Obligations”
means, collectively, (a) the Obligations of each Obligor from time to time
arising under or in respect of this Debenture, the Indenture, the Notes, the
Guarantees and the other Indenture Documents and whether incurred by such
Obligor alone or jointly with another or others and whether as principal,
guarantor or surety and in whatever
name or style and whether in its own personal capacity or in its capacity as a
partner, managing partner or general partner of any Partnership Obligor in
which it is a partner, managing partner or general partner, as applicable, (b) all
other monetary obligations, including fees, costs, expenses and indemnities,
whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of such Obligor under this Debenture,
the Indenture, the Notes, the Guarantees and the other Indenture Documents, and
whether incurred by such Obligor alone or jointly with another or others and
whether as principal, guarantor or surety and in whatever name or style and whether in its own
personal capacity or in its capacity as a partner, managing partner or general
partner of any Partnership Obligor in which it is a partner, managing partner
or general partner, as applicable; and (c) the due and
punctual performance of all covenants, agreements, obligations and liabilities
of such Obligor under or pursuant to this Debenture, the Indenture, the Notes,
the Guarantees and the other Indenture Documents.


 


“Note Purchase Agreement” means the purchase agreement dated
as of May 21, 2009 among the Issuers, Parent and the Initial Purchasers.


 


“Notes” means the notes issued and outstanding under the Indenture at any time and
from time to time, including Initial Notes, Additional Notes and Exchange Notes.


 


“Notice” has the meaning specified in Section 5.2.


 


“Obligations” has the meaning specified in the
Security Agreements.


 


“Obligors” means Gibson Energy
Holding ULC, GEP Midstream Finance Corp., Canwest Propane ULC, Moose Jaw
Refinery ULC, MP Energy ULC, GEP ULC, Gibson GCC Inc., Moose Jaw Refinery
Partnership, Canwest Propane Partnership, Gibson Energy Partnership, MP Energy
Partnership, Chief Hauling Contractors ULC, Link Petroleum Services Ltd., Link
Petroleum, Inc., Gibson Energy (U.S.) Inc., 


 


5

















 


Battle River Terminal GP
Inc., Battle River Terminal LP, and Bridge Creek Trucking Ltd. and each other Person which at any time and from
time to time becomes a party hereto as an obligor in accordance with Section 5.18
and “Obligor” means
any one of them.


 


“Parent”
means Gibson Energy Holding ULC, an unlimited liability corporation
incorporated and existing under the laws of Alberta, and its successors and
permitted assigns.


 


“Partnership Obligors” means, collectively, each of Moose Jaw
Refinery Partnership, CanWest Propane Partnership, MP Energy Partnership,
Gibson Energy Partnership and Battle River Terminal LP, and each other
partnership which at any time and from time to time becomes a Credit Party and “Partnership Obligor” means any one of them.


 


“Property”
means any interest in any kind of property or asset, whether real, personal or
mixed, tangible or intangible.


 


“Receiver” has the meaning
specified in Section 4.2(a).


 


“Registration Rights Agreement” has the meaning given to such term
in the Security Agreements.


 


“Release” shall mean any spilling, leaking, seepage, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, disposing, depositing, dispersing, emanating or migrating of any
Hazardous Materials in, into, onto or through the Environment.


 


“Required Secured Creditors” means (a) at any time there
are any Secured Obligations other than Hedging Obligations outstanding, the
holders of a majority in principal outstanding amount of the Secured
Obligations other than any Hedging Obligations; and (b) at any time there
are no Secured Obligations other than Hedging Obligations outstanding all the
holders of Hedging Obligations.


 


“Response”
shall mean all actions required by any Governmental Entity or voluntarily
undertaken to (i) clean up, remove, treat, abate or in any other way
address any Hazardous Material in the Environment; (ii) prevent the
Release or threat of Release, or minimize the further Release, of any Hazardous
Material; or (iii) perform studies and investigations in connection with,
or as a precondition to, or to determine the necessity of the activities
described in, clause (i) or (ii) above.


 


“Security
Agreements” means, collectively, (i) the security agreement of
even date herewith made by, among others, each of the Obligors (other than GEP
Midstream Finance Corp. and the Parent) to and in favour of the Collateral
Agent for the benefit of the Secured Creditors (as defined therein); (ii) the
security agreement of even date herewith made by the Issuers and the Parent to
and in favour of the Collateral Agent for the benefit of the Secured Creditors
(as defined therein); and (iii) any other 


 


6

















 


security agreement made by
any of the Issuers or the Obligors to and in favour of the Collateral Agent in
connection with the Indenture Documents.


 


“Secured Agreements” means, collectively, (i) the
Indenture Documents and (ii) Additional Secured Debt Documents.


 


“Secured Creditors”
means (a) the Collateral Agent, the Trustee and the Noteholders at any
time and from time to time and (b) the Additional Secured Creditors and
their Authorized Representatives; provided that such Additional Secured
Creditors and their Authorized Representative comply with Section 5.22
hereof and execute an Additional Secured Creditor Joinder.


 


“Secured Obligations”
means, collectively, (a) the Note Obligations and (b) if any
Additional Secured Obligations are incurred, all obligations, liabilities and
indebtedness (including principal, premium and interest (including all interest
that accrues after the commencement of any case, proceeding or other action
relating to the bankruptcy, insolvency, reorganization or similar proceeding of
any Obligor at the rate provided for in the respective documentation, whether
or not a claim for post-petition interest is allowed in any such proceeding))
owing to any holder of Additional Secured Obligations (that has been designated
as Additional Secured Obligations pursuant to Section 5.22) under any
Additional Secured Debt Documents.


 


“Security
Documents” means collectively, the Security Agreements, the Demand
Debentures, the mortgages and each other security document or pledge agreement
delivered in accordance with applicable local or foreign law to grant a valid,
perfected security interest in any property as collateral for the First Lien
Obligations, and all UCC, PPSA or other financing statements or instruments of
perfection required by any Security Agreement, any Demand Debenture, any
mortgage or any other such security document or pledge agreement to be filed
with respect to the security interests in property and fixtures created
pursuant to any Security Agreement, any Demand Debenture or any mortgage and
any other document or instrument utilized to pledge or grant or purport to
pledge or grant a security interest or lien on any property as collateral for
the First Lien Obligations.


 


“Specified Contract Rights” has the meaning given to such
term in the Security Agreements.


 


“Trustee” means The Bank of New York
Mellon, acting as trustee for the Noteholders and any successor trustee
appointed under the Indenture and its successors and permitted assigns.


 


Section 1.2                                               Interpretation.


 


(1)                                  Capitalized terms used in this
Debenture but not defined have the meanings given to them in the Indenture.


 


(2)                                  Any reference in any Indenture
Document to Liens permitted by the Indenture and any right of the Obligors to
create or suffer to exist Liens permitted by the Indenture 


 


7

















 


are not intended to and do not
and will not subordinate the Charge to any such Lien or give priority to any
Person over the Secured Creditors.


 


(3)                                  In this Debenture the words “including”, “includes” and “include” mean “including (or includes or
include) without limitation”. 
The expressions “Article”,
“Section”
and other subdivision followed by a number mean and refer to the specified
Article, Section or other subdivision of this Debenture.


 


(4)                                  Any reference in this Debenture to
gender includes all genders.  Words
importing the singular number only include the plural and vice versa.


 


(5)                                  The division of this Debenture
into Articles, Sections and other subdivisions and the insertion of headings
are for convenient reference only and do not affect its interpretation.


 


(6)                                  The schedules attached to this
Debenture form an integral part of it for all purposes of it.


 


(7)                                  Any reference to this Debenture,
any Indenture Document or any other agreement refers to this Debenture or such
Indenture Document or other agreement as the same may have been or may from
time to time be amended, modified, extended, renewed, restated, replaced or
supplemented and includes all schedules attached to it.  Except as otherwise provided in this
Debenture, any reference in this Debenture to a statute refers to such statute
and all rules and regulations made under it as the same may have been or
may from time to time be amended or re-enacted.


 


Section 1.3                                   Interest Act (Canada).


 


Each of the Obligors acknowledges that certain of
the rates of interest applicable to the Secured Obligations may be computed on
the basis of a year of 360 days or 365 days, as the case may be and paid for
the actual number of days elapsed.  For
purposes of the Interest
Act (Canada), whenever any interest is calculated using a rate based
on a year of 360 days or 365 days, as the case may be, such rate determined
pursuant to such calculation, when expressed as an annual rate is equivalent to
(i) the applicable rate based on a year of 360 days or 365 days, as the
case may be, (ii) multiplied by the actual number of days in the calendar
year in which the period for such interest is payable (or compounded) ends, and
(iii) divided by 360 or 365, as the case may be.


 


Section 1.4                                   Nominal Rates.


 


The principle of deemed reinvestment of interest
shall not apply to any interest calculation under this Debenture.  All interest payments to be made hereunder
shall be paid without allowance or deduction for deemed reinvestment or
otherwise, after as well as before maturity, default and judgment.  The rates of interest specified in this
Debenture are intended to be nominal rates and not effective rates.  Interest calculated hereunder shall be
calculated using the nominal rate method and not the effective rate method of
calculation.


 


8

















 


ARTICLE 2


ACKNOWLEDGEMENT OF
INDEBTEDNESS


 


Section 2.1                                   Promise to Pay.


 


Each of the Obligors, for value received, hereby
acknowledges itself indebted to the Secured Creditors and promises to pay ON
DEMAND to or to the order of the Collateral Agent, for the benefit of the
Secured Creditors, the principal sum of  ONE BILLION FIVE HUNDRED MILLION U.S.
DOLLARS (U.S. $1,500,000,000)
on presentation and surrender of this Debenture at the offices of the
Collateral Agent located at Suite 1101, 4 King Street West, Toronto,
Ontario, M5H 1B6, or at such other place as the Collateral Agent may designate
by notice in writing to the Obligors, and to pay interest thereon from the date
hereof at the rate per annum of thirty percent (30%) in like money at the same
place, monthly, on the last day of each month; and, if the Obligors should at
any time make default in the payment of any principal or interest, to pay
interest on the amount in default both before and after demand, default and
judgment, with interest on overdue interest at the same rate in lawful money of
Canada at the same place on the same dates.


 


The Collateral Agent, on behalf of the Secured
Creditors, is the Person  entitled to
receive the principal of, and interest on, this Debenture, and all other
amounts payable hereunder.


 


ARTICLE 3


SECURITY


 


Section 3.1                                   Grant of Charge.


 


As security for the due payment and performance of
all Secured Obligations, and subject to the provisions of Section 3.5
hereof, each of the Obligors, in its own personal capacity and in its capacity
as a partner (other than as a limited partner), managing partner or general
partner of any Partnership Obligor in which it is a partner, managing partner
or general partner, hereby grants, assigns as security, conveys, mortgages and
charges, as and by way of a first floating charge, to and in favour of the
Collateral Agent, for the benefit of the Secured Creditors, all of the real
property of such Obligor and of such Partnership Obligor in which it is a
partner, managing partner or general partner, both present and future, of every
nature and kind and wherever situate including, without limitation, all rights,
leases, licenses, easements, rights-of-way, profits a-prendre, interests in
real property, structures, underground facilities, power, fuel and water
supply, storage, waste disposal, roads and other transportation facilities and
fixed plant, milling, processing, service and other related infrastructures,
buildings, erections, improvements and Fixtures now or hereafter constructed or
placed on such real property or used in connection with such real property and
all additions and accessions thereto, which such Obligor and such Partnership
Obligor in which it is a partner, managing partner or general partner, now has,
may be possessed of, entitled to, or acquire, by way of amalgamation or
otherwise, now or hereafter, and any and all proceeds of any of the foregoing.


 


In this Debenture, the mortgages, charges and
security interests hereby created and provided for are called the “Charge” and the subject matter of the Charge is called the “Charged Property”.


 


9














 


Section 3.2                                   Secured Obligations.


 


The Charge granted by this Debenture secures
the payment and performance of the Secured Obligations.


 


Section 3.3                                   Crystallization of Floating Charge.


 


Without limiting its rights hereunder to
crystallize the Charge in any other manner, the Collateral Agent, upon the
occurrence of and during the continuance of an Event of Default, may to the
extent permitted by applicable law crystallize and fix the Charge in respect of
all or a portion of the Charged Property by notice in writing to the applicable
Obligor without any requirement for further intervention by the Collateral
Agent (whether by the taking of possession, the appointment of a Receiver or
otherwise), but without in any way limiting the powers, rights and remedies of
the Collateral Agent hereunder in respect of the Charged Property.


 


Section 3.4                                   Attachment.


 


Each of the Obligors acknowledges that: (i) value
has been given; (ii) it has rights in the Charged Property; (iii) it
has not agreed to postpone the time of attachment of the Charge created by this
Debenture; and (iv) it has received a duplicate original copy of this
Debenture.  The Charge is intended to,
and shall, attach to the existing Charged Property when each Obligor signs this
Debenture, and to any other after-acquired Charged Property subsequently
acquired by any Obligor immediately upon such Obligor acquiring any rights in
such after-acquired Charged Property.


 


Section 3.5                                   Scope of Charge.


 


The Charge shall not extend or apply to the
last day of the term of any lease, sublease or agreement therefor now held or
hereafter acquired by any Obligor, but upon the enforcement of the Charge, the
applicable Obligor shall thereafter stand possessed of such last day in trust
for the Collateral Agent to assign the same to any Person acquiring such term
in the course of enforcement of the Charge.


 


Section 3.6                                   Obligors Remains Liable.


 


Notwithstanding the provisions of this
Debenture: (i) each of the Obligors shall remain liable to perform all of
its respective duties and obligations in regard to the Charged Property
(including, without limitation, all of its duties and obligations arising under
any leases, licenses, permits, reservations, contracts, agreements,
instruments, contractual rights and governmental orders, authorizations,
licenses and permits now or hereafter pertaining thereto) to the same extent as
if this Debenture had not been executed; (ii) the exercise by or on behalf
of the Secured Creditors of any of their rights and remedies under or in regard
to this Debenture shall not release any Obligors from such duties and
obligations subject to applicable law; and (iii) the Secured Creditors (or
any of them) shall have no liability for such duties and obligations by reason
of the execution and delivery of this Debenture.


 


Section 3.7                                   Restriction
on Disposition.


 


None of the Obligors will sell, assign, convey,
exchange, lease, release or abandon, or otherwise dispose of, any Charged
Property except in compliance with the Indenture.


 


10

















 


Section 3.8                                   Negative
Pledge.


 


None of the Obligors will create or suffer to
exist, any Lien on the Charged Property, except for Permitted Liens.


 


Section 3.9                                   Continuing Security.


 


This Debenture shall be a continuing
obligation, shall cover and secure any ultimate balance of the Secured  Obligations owing to the Secured Creditors, and shall be
operative and binding notwithstanding that at any time or times the Secured  Obligations may be zero, or that any payments from time to
time may be made to the Secured Creditors, or any settlements of account
effected, or any other thing whatsoever done, suffered or permitted, or any
other action short of complete and irrevocable payment of all the Secured  Obligations and any other amounts payable hereunder.


 


Section 3.10                            Revolving Credit.


 


For the purposes of Section 104(2) of
the Land Titles Act (Alberta), Section 27
of The  Land Titles Act, 2000
(Saskatchewan) and Section 28 of the Property Law Act (British
Columbia), as they be amended or replaced from time to time, it is hereby
declared by and agreed between the Obligors and the Collateral Agent that this
Debenture may be held by the Collateral Agent as security for, among other
things, a revolving line of credit, re-advances of credit or a current or
running account up to the principal sum.


 


ARTICLE 4

ENFORCEMENT


 


Section 4.1                                   Enforcement.


 


The Charge becomes and is enforceable against
each of the Obligors upon the
occurrence and during the continuance of an Event of Default.


 


Section 4.2                                   Remedies.


 


Whenever the Charge is enforceable, the
Collateral Agent may, at any time, in its sole discretion, realize upon the
Charged Property and the Collateral Agent and the Secured Creditors shall have
the following rights and remedies:


 


(a)                                  the Collateral Agent may by appointment in writing appoint a receiver or
receiver and manager (each herein referred to as the “Receiver”)
of the Charged Property and may remove or replace such Receiver from time to
time or may institute proceedings in any court of competent jurisdiction for
the appointment of a Receiver of the Charged Property or any part thereof; and
the term “Collateral Agent” when used in this Section 4.2 shall include
any Receiver so appointed and the agents, officers and employees of such
Receiver;


 


(b)                                 the Collateral Agent may enter into and take possession of the Charged
Property and require each of the Obligors to make the Charged Property
available to the Collateral Agent;


 


11

















 


(c)                                  the Collateral Agent may carry on or concur in the carrying on of all or
any part of the business of any of the Obligors relating to the Charged
Property;


 


(d)                                 the Collateral Agent may enforce any rights of any of the Obligors in
respect of the Charged Property by any manner permitted by applicable law;


 


(e)                                  the Collateral Agent may sell, lease or otherwise dispose of all or any
part of the Charged Property, either as a whole or in separate parcels, by
public auction, public tender, private tender or private sale at such time or
times as the Collateral Agent may determine, with or without notice to any of
the Obligors, either for cash or upon credit or any other arrangement providing
for deferred payment, upon such terms and conditions as the Collateral Agent
may determine and without notice to the Obligors unless required by applicable
law, with or without advertisement, and with or without a reserve bid as the
Collateral Agent, in its sole discretion, may see fit, and the Collateral Agent
may also rescind or vary any contract of sale that may have been entered into
and resell with or under any of the powers conferred hereunder and adjourn any
such sale from time to time, and may execute and deliver to the purchaser or
purchasers of the Charged Property or any part thereof a good and sufficient
deed or conveyance or deeds or conveyances for the same, any officer of the
Collateral Agent being hereby constituted the irrevocable attorney of each of
the Obligors for the purpose of making such sale and executing such deeds or
conveyances, upon the Charge becoming enforceable, and any such sale made as
aforesaid shall be a perpetual bar both in applicable law and in equity against
each of the Obligors and all other Persons claiming all or any part of the
Charged Property by, from, through or under the Obligors;


 


(f)                                    the Collateral Agent may institute proceedings in any court of competent
jurisdiction for sale (including, without limitation, sale by way of a deferred
payment arrangement) or foreclosure or lease of all or any part of the Charged
Property;


 


(g)                                 the Collateral Agent may file proofs of claim and other documents to
establish its claims in any proceeding relative to any of the Obligors;


 


(h)                                 the Collateral Agent may accept the Charged Property in satisfaction or
partial satisfaction of the Charge upon notice to the Obligors of its intention
to do so in the manner required by applicable law;


 


(i)                                     the Collateral Agent may commence, continue or defend any judicial or
administrative proceedings for the purpose of protecting, seizing, collecting,
realizing or obtaining possession or payment of the Charged Property, and give
good and valid receipts and discharges and compromise or give time for the
payment or performance of all or any part of the accounts or any other
obligation of any third party to any of the Obligors;


 


12

















 


(j)                                     the Collateral Agent may borrow money on the security of the Charged
Property for the purpose of the carrying on of the business of any of the
Obligors or for the maintenance, preservation, protection or realization of the
Charged Property whether or not in priority to the Charge; and


 


(k)                                  the Collateral Agent may exercise any other right or remedy permitted by
applicable law, statute or equity.


 


Section 4.3                                   Additional Rights.


 


In addition to the remedies set forth in Section 4.2
and elsewhere in this Debenture, whenever the Charge is enforceable, the
Collateral Agent may:


 


(a)                                  redeem any prior Lien against any Charged Property, procure the transfer
of such Lien to itself, or settle and pass the accounts of the prior mortgagee,
chargee or encumbrancer (any accounts to be conclusive and binding on each of
the Obligors);


 


(b)                                 pay any liability secured by any Lien against any Charged Property or
discharge any Lien that may exist or be threatened against the Charged Property
(each of the Obligors, as applicable, will promptly upon receipt of written
notice reimburse the Collateral Agent for all such payments);


 


(c)                                  to facilitate the realization of the Charged Property, enter upon,
occupy and use all or any of the premises, buildings and plant comprising the
Charged Property and use all or any of the equipment and other personal
property of any of the Obligors for such time as the Collateral Agent requires
to facilitate such realization, free of charge (as between the Obligors and the
Collateral Agent), and the Secured Creditors shall not be liable to any of the
Obligors for any act, omission or neglect in so doing or in respect of any
rent, charges, depreciation or damages incurred in connection with such
actions;


 


(d)                                 borrow for the purpose of carrying on the business of any Obligor or for
the maintenance, preservation or protection of the Charged Property and grant a
security interest in the Charged Property, whether or not in priority to the
Charge, to secure repayment;


 


(e)                                  commence, continue or defend any judicial or administrative proceedings
for the purpose of protecting, seizing, collecting, realizing or obtaining
possession or payment of the Charged Property, and give good and valid receipts
and discharges in respect of the Charged Property and compromise or give time
for the payment or performance of all or any part of the accounts or any other
obligation of any third party to an Obligor; and


 


(f)                                    at any public sale, and to the extent permitted by law on any private
sale, bid for and purchase any or all of the Charged Property offered for sale
and upon compliance with the terms of such sale, hold, retain and dispose of
such Charged Property without any further accountability to any Obligor or any
other Person with respect to such holding, retention or disposition, except as 


 


13

















 


required by law.  In any such sale to the Collateral Agent, the
Collateral Agent may, for the purpose of making payment for all or any part of
the Charged Property so purchased, use any claim for Secured Obligations then
due and payable to it as a credit against the purchase price.


 


Section 4.4                                   Exercise of Remedies.


 


The remedies under Section 4.2 and Section 4.3
may be exercised from time to time separately or in combination and are in
addition to, and not in substitution for, any other rights of the Collateral
Agent and the Secured Creditors however arising or created.  The Collateral Agent and the Secured
Creditors are not bound to exercise any right or remedy, and the exercise of
rights and remedies is without prejudice to the rights of the Collateral Agent
and the Secured Creditors in respect of the Secured Obligations including the
right to claim for any deficiency.


 


Section 4.5                                   Appointment of Attorney.


 


Each of the Obligors irrevocably appoints the
Collateral Agent (and each of its officers) as attorney of such Obligor (with
full power of substitution) to do, make and execute in the name of and on
behalf of such Obligor, upon (and only upon) the Charge becoming enforceable,
all such further acts, documents, matters and things which the Collateral Agent
may reasonably deem necessary or advisable to accomplish the purposes of this
Debenture for the recovery of all fees, tariffs and other sums of money that
may become or are now due or owing to such Obligor in respect of the Charged
Property and for the enforcement of all contracts, covenants or conditions
binding on any lessee or occupier of the Charged Property or on any Person in
respect of it, and this appointment shall take effect if the Charge has become
enforceable, subject to all applicable laws. 
The Collateral Agent or its nominees and transferees are empowered to
exercise all rights and powers and to perform all acts of ownership with
respect to the Charged Property and to deal with the Charged Property, to the
same extent as such Obligor might do. 
All acts of any such attorney are hereby ratified and approved, and the
attorney shall not be liable for any act, failure to act or any other matter or
thing in connection therewith, except for its own gross negligence or wilful
misconduct.


 


Section 4.6                                   Dealing with the Charged Property.


 


(1)                                  Except as otherwise provided by law or this Debenture, neither the
Collateral Agent, the Secured Creditors, any Receiver nor any agent of any of
them (including any civil enforcement agent) shall be: (i) liable or
accountable for any failure to collect, realize or obtain payment in respect of
the Charged Property; (ii) bound to institute proceedings for the purpose
of collecting, enforcing, realizing or obtaining payment of the Charged
Property or for the purpose of preserving any rights of any Persons; (iii) responsible
for any loss occasioned by any sale or other dealing with the Charged Property
or by the retention of or failure to sell or otherwise deal with the Charged
Property; or (iv) bound to protect the Charged Property from depreciating
in value or becoming worthless.


 


(2)                                  The Collateral Agent and the Secured Creditors may grant extensions or
other indulgences, take and give up securities, accept compositions, grant
releases and discharges and otherwise deal with any of the Obligors and with
other Persons, 


 


14

















 


sureties or
securities as they may see fit without prejudice to the Secured  Obligations, the liability of any of the Obligors or the
rights of the Secured Creditors in respect of the Charged Property.


 


(3)                                  Neither the Collateral Agent nor the Secured Creditors shall be obliged
to exhaust their recourse against any of the Obligors or any other Person  or against any other security they may hold in respect of
the Secured  Obligations before realizing upon
or otherwise dealing with the Charged Property in such manner as the Collateral
Agent may consider desirable.


 


Section 4.7                                   Status of the Receiver.


 


(1)                                  Subject to all applicable laws, any Receiver appointed by the Collateral
Agent is vested with the rights and remedies which could have been exercised by
the Collateral Agent in respect of any of the Obligors or the Charged Property
and such other powers and discretions as are granted in the instrument of
appointment and any supplemental instruments including, without limitation, any
or all of the powers of the Collateral Agent or of the officer of the
Collateral Agent referred to above.  The
identity of the Receiver, its replacement and its remuneration are within the
sole and unfettered discretion of the Collateral Agent.


 


(2)                                  The Receiver shall, for all purposes relating to the Receiver’s acts or
defaults and remuneration, be deemed to be the agent of the Obligors and not of
the Collateral Agent or any of the Secured Creditors, and the Obligors shall be
solely responsible for the Receiver’s acts or defaults and remuneration.  The Receiver may sell, lease, or otherwise
dispose of Charged Property as agent for the Obligors or as agent for the
Collateral Agent or the Secured Creditors as the Collateral Agent may determine
in its discretion.


 


(3)                                  All amounts from time to time received by the Collateral Agent or the
Receiver may (but need not) be applied in the following order: (i) in
discharge of all operating expenses and other outgoings affecting the Charged
Property; (ii) in keeping in good standing all Liens on the Charged
Property having priority over the Charge; (iii) in payment of the
remuneration and disbursements of the Receiver (if any); (iv) in payment
to the Collateral Agent of the amounts payable hereunder; (v) to such
reserves against potential claims that the Collateral Agent or the Receiver in
good faith believes should be maintained, until such potential claims are
settled, and the balance, if any, shall be paid in accordance with the
provisions of Section 5.14.


 


(4)                                  The Collateral Agent, in appointing or refraining from appointing any
Receiver, does not incur liability to the Receiver, any Obligors or otherwise
and is not responsible for any misconduct or negligence of such Receiver.


 


Section 4.8                                   Powers of Privately Appointed Receiver.


 


Any Receiver appointed by instrument in writing
shall, to the extent permitted by law, have power to:


 


15

















 


(a)                                  take possession of, collect and get in all or any part of the Charged
Property and, for that purpose, to take proceedings in the name of any Obligor
or otherwise, and to make any arrangement or compromise;


 


(b)                                 from time to time and without any previous notice or demand and free of
charge, enter upon or into and occupy and use all or any part of the premises,
buildings, plant and undertaking of or occupied or used by the Obligors without
being or being deemed to be a mortgagee in possession;


 


(c)                                  carry on or concur in carrying on all or any part of the business of any
Obligor;


 


(d)                                 borrow or raise money on all or any part of the Charged Property in
priority to this Debenture or otherwise for such purposes as may be approved by
the Collateral Agent; and


 


(e)                                  sell or lease or concur in selling or leasing all or any part of the
Charged Property without notice and in such manner as may seem advisable to the
Receiver (including, without limitation, sale by way of deferred payment
arrangement), and to effect such sale by conveying in the name and on behalf of
the applicable Obligor or otherwise.


 


Section 4.9                                   Dealings by Third Parties.


 


(1)                                  No Person dealing with the Collateral Agent, any of the Secured
Creditors or an agent or a Receiver is required to determine: (i) whether
the Charge has become enforceable; (ii) whether the powers which such
Person is purporting to exercise have become exercisable; (iii) whether
any money remains due to the Secured Creditors by any Obligor; (iv) the
necessity or expediency of the stipulations and conditions subject to which any
sale or lease shall be made; (v) the propriety or regularity of any sale
or any other dealing by the Collateral Agent or any Secured Creditor with the
Charged Property; or (vi) how any money paid to the Collateral Agent or
the Secured Creditors has been applied.


 


(2)                                  Any bona fide purchaser of all or any part
of the Charged Property from the Collateral Agent or any Receiver or agent will
hold the Charged Property absolutely, free from any claim or right of whatever
kind, including any equity of redemption, of any Obligor, which it specifically
waives (to the fullest extent permitted by law) as against any such purchaser
and all rights of redemption, stay or appraisal which any Obligor has or may
have under any rule of law now existing or hereafter adopted.


 


Section 4.10                            No Right of Set-Off.


 


The principal, interest and other monies and
liabilities secured by this Debenture shall be paid when due by any of the
Obligors without regard to any equities existing between the Obligors and any
other party including, without limitation, the Collateral Agent or any Secured
Creditor and without regard to any right of set-off or cross-claim or of any
other claim or demand of the Obligors against the Collateral Agent or any
Secured Creditor.


 


16

















 


ARTICLE 5

GENERAL


 


Section 5.1                                   Indenture Governs.


 


Notwithstanding anything to the contrary
contained herein, this Debenture is issued subject always to the covenants,
conditions, limitations and other provisions contained in the Indenture.  In the event of any conflict, discrepancy,
difference or ambiguity in or between any of the provisions of this Debenture
and any of the provisions of the Indenture, including, without limitation, in
the amount payable thereunder, the principal sum for which this Debenture is
expressed to be security, the interest payable and the interest rate on such
principal sum, the default rate of interest, the time at which demand may be
made, the covenants therein and the remedies available to the Secured
Creditors, the provisions of the Indenture shall prevail and the provisions of
this Debenture shall be deemed to be rendered inoperative by the Indenture, to
the extent necessary to eliminate such conflict, discrepancy, difference or
ambiguity.


 


Section 5.2                                   Notices.


 


Any notice, direction or
other communication (each a “Notice”) given
regarding the matters contemplated by this Debenture must be in writing, sent
by personal delivery, courier or facsimile (but not by electronic mail) and
addressed:


 


	
  (a)

  	
  to any of the Obligors at:

  
	
   

  	
   

  
	
   

  	
  Gibson Energy ULC

  
	
   

  	
  1700, 440 - 2nd Avenue S.W.

  
	
   

  	
  Calgary, AB, Canada

  
	
   

  	
  T2P 5E9

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Executive Vice President, Finance and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
  Email:

  	
  rtaylor@gibsons.com

  
	
   

  	
  Facsimile:

  	
  (403) 206-4011

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Gibson Energy ULC

  
	
   

  	
  1700, 440 - 2nd Avenue S.W.

  
	
   

  	
  Calgary, AB, Canada

  
	
   

  	
  T2P 5E9

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Vice President and

  
	
   

  	
   

  	
  General Counsel

  
	
   

  	
  Facsimile:

  	
  (403)
  206-4011

  



 


17

















 


	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  Riverstone Holdings LLC

  
	
   

  	
  712 Fifth Avenue

  
	
   

  	
  51st Floor

  
	
   

  	
  New York, New York

  
	
   

  	
  10019

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Robert Tichio

  
	
   

  	
  Email:

  	
  robert@riverstonellc.com

  
	
   

  	
  Facsimile:

  	
  (212) 993-0077

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  to the Collateral Agent at:

  
	
   

  	
   

  
	
   

  	
  BNY Trust Company of Canada

  
	
   

  	
  4 King Street West,
  Suite 1101

  
	
   

  	
  Toronto, Ontario

  
	
   

  	
  M5H 1B6

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Angela Ikhimokpa

  
	
   

  	
  Telephone:

  	
  (416) 933-8505

  
	
   

  	
  Facsimile:

  	
  (416) 360-1727

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  to the Trustee at:

  
	
   

  	
   

  
	
   

  	
  The Bank of New York Mellon

  
	
   

  	
  Global Trust Services

  
	
   

  	
  101 Barclay Street 4E

  
	
   

  	
  New York, New York

  
	
   

  	
  10286

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  Corporation
  Trust Division – Global Finance Americas Unit

  
	
   

  	
  Telephone:

  	
  (212)
  815-5381

  
	
   

  	
  Facsimile:

  	
  (212)
  815-5802/5803

  
	
   

  	
   

  	
   

  
	
  (d)

  	
  to the other Authorized
  Representatives at the address designated for this purpose in its Additional
  Secured Creditor Joinder.

  



 


The Obligors, the Collateral Agent, the Trustee or
other Authorized Representatives, by notice to the others, may designate
additional or different addresses for subsequent notices or communications.


 


All notices and
communications will be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five (5) Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged,
if transmitted by facsimile; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.


 


18

















 


If a notice or communication
is mailed in the manner provided above within the time prescribed, it is duly
given, whether or not the addressee receives it.


 


Section 5.3                                   Discharge.


 


(1)                                  Except as otherwise expressly provided in Section 5.3(2) and
5.3(3), the Charge will be discharged upon, but only upon, full payment and
performance of the Secured Obligations and termination of all commitments
thereunder other than contingent indemnity obligations, if any.  Upon
discharge of the Charge and at the request and expense of the Obligors, the
Collateral Agent will execute and deliver to the Obligors such financing
statements and other documents or instruments as the Obligors may reasonably
require and the Collateral Agent will redeliver to the Obligors against receipt
and without recourse to or warranty by the Collateral Agent, or as the Obligors
may otherwise direct the Collateral Agent, any Charged Property in its
possession which shall not have been sold or otherwise applied pursuant to the
terms hereof.


 


(2)                                  The Charge in proceeds of Charged Property which:


 


(a)                                  constitute any Accounts (other than Accounts comprising part of the
Specified Contract Rights), Assigned Claims (other than Assigned Claims
comprising part of the Specified Contract Rights), cash, cash equivalents,
currency and moneys (other than cash, cash equivalents, currency or moneys
directed to be and deposited in or credited to the Collateral Account) which
arise, become payable or are paid or collected prior to the Proceeds Date in
the following circumstances:


 


(i)                                     where the ABL Credit Agent had no actual knowledge that same constituted
proceeds of Charged Property (x) at the time any such Accounts or Assigned
Claims giving rise to the payments, collections, cash, cash equivalents,
currency or moneys were created or, (y) in the case of payments or
collections, not resulting from any Account or Assigned Claim, at the time such
payments, collections, cash, cash equivalents, currency or moneys were paid or
collected; and


 


(ii)                                  where at such Proceeds Date, there are outstanding Loan Agreement
Obligations; and


 


(iii)                               where the ABL Credit Agent in its sole discretion has not expressly
agreed that any such proceeds constitute proceeds of Charged Property; and


 


(b)                                 which form part of the Liquidity Collateral;


 


will be automatically
released on the Proceeds Date without any further action by the Collateral
Agent.


 


19














 


For the purposes of
this Section 5.3(2) the terms “Accounts”, “Assigned Claims”, “Loan
Agreement Obligations” and “Proceeds Date” have the meaning ascribed thereto in
the Intercreditor Agreement.


 


(3)                                  The Charged Property shall be released from the
Charge created hereunder pursuant to provisions of Section 8.04 and Section 8.07
of the Indenture; provided that after the issuance of Additional Secured
Obligations, no Charged Property shall be released from the Charge pursuant to
this Section 5.2(3), unless such release is also permitted by the
Additional Secured Debt Documents.


 


(4)                                  At any time that any Obligor desires that the
Collateral Agent take any action to acknowledge or give effect to any release
of Charged Property pursuant to Section 5.3(1), Section 5.3(2) or
Section 5.3(3) the Obligor shall deliver to the Collateral Agent (a) a
certificate signed by an officer of such Obligor stating that the release of
the respective Charged Property is permitted pursuant to such Section 5.3(1),
Section 5.3(2) or Section 5.3(3) and (b) any other
documents required by Section 8.04 of the Indenture.


 


(5)                                  The Collateral Agent shall have no liability whatsoever to any other
Secured Creditor as the result of any release of Charged Property by it in
accordance with (or which the Collateral Agent believes to be in accordance
with) this Section 5.3.


 


Section 5.4                                   No Merger.


 


This Debenture shall not operate by way of
merger of any of the Secured  Obligations
and no judgment recovered by the Collateral Agent or any of the Secured
Creditors shall operate by way of merger of, or in any way affect, the Charge,
which is in addition to, and not in substitution for, any other security held
by the Collateral Agent and the Secured Creditors in respect of the Secured  Obligations. The representations, warranties and covenants
of each of the Obligors in this Debenture survive the execution and delivery of
this Debenture and the issuance of Notes.  Notwithstanding any investigation made by or
on behalf of the Collateral Agent or the Secured Creditors these covenants,
representations and warranties continue in full force and effect.


 


Section 5.5                                   Undertaking to Provide Fixed Charge.


 


If an Event of
Default has occurred and is at the time of the determination by the Collateral
Agent pursuant to this Section 5.5 continuing and the Collateral Agent
considers it necessary for adequate protection of the Secured Creditors, each
of the Obligors, at the request of the Collateral Agent, will forthwith grant
or cause to be granted to the Collateral Agent for and on behalf of itself and
the Secured Creditors a fixed charge and Lien in such of the Obligors’ real
property, as the Collateral Agent will, in its sole discretion, determine as
security for all then present and future indebtedness of any Obligor to the
Collateral Agent or the Secured Creditors in connection with this
Debenture.  In this regard, each of the
Obligors will:


 


(a)                                  provide the Collateral Agent with such information as is reasonably
required by it to identify the property to be so charged;


 


20

















 


(b)                                 do all such things as are reasonably required to grant in favour of the
Collateral Agent for and on behalf of itself and the Secured Creditors a fixed
charge and Lien in respect of such property to be so charged;


 


(c)                                  provide the Collateral Agent with all corporate resolutions and other
action, as reasonably required for such Obligor, to grant to the Collateral
Agent for and on behalf of itself and the Secured Creditors a fixed charge and
Lien in its property identified by the Collateral Agent to be so charged;


 


(d)                                 provide the Collateral Agent with such security instruments and other
documents which the Collateral Agent, acting reasonably, deems are necessary to
give full force and effect to the provisions of this Section;


 


(e)                                  assist the Collateral Agent in the registration or recording of such
agreements and instruments in such public registry offices as the Collateral
Agent, acting reasonably, deems necessary to give full force and effect to these
provisions; and


 


(f)                                    pay all reasonable costs and expenses incurred by the Collateral Agent
in connection with the preparation, execution and registration of all
agreements, documents and instruments, including any amendments to the
Indenture Documents, made in connection herewith.


 


Section 5.6                                   Further Assurances.


 


Each of the Obligors will do all acts and
things and execute and deliver, or cause to be executed and delivered, all
agreements, documents and instruments that the Collateral Agent may require and
take all further steps relating to the Charged Property or any other property
or assets of such Obligor that the Collateral Agent may require for: (i) protecting
the Charged Property; (ii) perfecting, preserving or protecting the
Charge; and (iii) exercising all powers, authorities and discretions
hereby conferred upon the Collateral Agent. 
After the Charge becomes enforceable, each of the Obligors will do all
acts and things and execute and deliver all documents and instruments as the
Collateral Agent may require for facilitating the sale or other disposition of
the Charged Property in connection with its realization.


 


Section 5.7                                   Supplemental Security.


 


This Debenture is in addition and without
prejudice to and supplemental to all other security now held or which may
hereafter be held by the Collateral Agent or the Secured Creditors.


 


Section 5.8                                   Successors and Assigns.


 


This Debenture creates a
continuing Charge in the Charged Property and shall (i) be binding on each
of the Obligors and its successors and assigns, and (ii) enure, together
with the rights and remedies of the Collateral Agent hereunder, to the benefit
of the Collateral Agent and the other Secured Creditors and each of their
respective successors, permitted transferees and permitted assigns.  No other Person (including any other creditor
of any Obligor) shall have any interest herein or any right or benefit with
respect hereto.  Without 


 


21

















 


limiting
the generality of the foregoing, any Secured Creditor may transfer any
indebtedness held by it secured by this Debenture to any other Person, and such
other Person shall thereupon become vested with all the benefits in respect
thereof granted to such Secured Creditor, herein or otherwise, subject however,
in the case of a Noteholder, to the provisions of the Indenture, and in the
case of an Additional Secured Creditor, to the provisions of the Additional
Secured Debt Documents.  None of the Obligors may assign,
transfer or delegate any of its rights or obligations under this Debenture
without the prior written consent of the Collateral Agent which may be
unreasonably withheld except pursuant to
transactions permitted under the Indenture.  Each of the Obligors agrees that its
obligations hereunder and the Charge shall continue to be effective or be
reinstated, as applicable, if at any time payment, or any part thereof, of all
or any part of the Secured Obligations is rescinded or must otherwise be
restored by the Secured Creditors upon the bankruptcy or reorganization of any
Obligor or otherwise.


 


Section 5.9                                   Amalgamation.


 


Each of the Obligors acknowledges and agrees
that in the event it amalgamates with any other corporation or corporations, it
is the intention of the parties that the Charge (i) subject to Section 3.5,
extends to: (A) all of the property of the type and description set forth
in Section 3.1 that any of the amalgamating corporations then owns, (B) all
of the property of the type and description set forth in Section 3.1 that
the amalgamated corporation thereafter acquires, (C) all of the property
of the type and description set forth in Section 3.1 in which any of the
amalgamating corporations then has any interest and (D) all of the
property of the type and description set forth in Section 3.1 in which the
amalgamated corporation thereafter acquires any interest; and (ii) secures
the payment and performance of all debts, liabilities and obligations of each
of the amalgamating corporations and the amalgamated corporation of type and description
set forth in Section 3.2 and whether incurred prior to, at the time of or
subsequent to the amalgamation.   The
Charge attaches to the additional collateral at the time of amalgamation and to
any collateral thereafter owned or acquired by the amalgamated corporation when
such becomes owned or is acquired.  Upon
any such amalgamation, the defined term “Obligor” includes, collectively,
each of the amalgamating corporations and the amalgamated corporation, the
defined term “Charged
Property” means all of the property and undertaking and interests
described in (i) above, and the defined term “Secured Obligations” means the
obligations described in (ii) above.


 


Section 5.10                            Dollars or “$”.


 


A reference herein to “$”, “U.S. $” or the word
“dollar” or “Dollars”, without more, shall be a reference to lawful money of
the United States of America.


 


Section 5.11                            Severability.


 


If any court of competent jurisdiction from
which no appeal exists or is taken, determines any provision of this Debenture
to be illegal, invalid or unenforceable, that provision will be severed from
this Debenture and the remaining provisions will remain in full force and
effect.


 


22

















 


Section 5.12                            Amendment.


 


This Debenture may only be amended,
supplemented or otherwise modified by written agreement executed by the
Collateral Agent and each of the Obligors affected by such amendment,
supplement or modification and subject to any consent of the Noteholders
required in accordance with the Indenture and any consent of the Additional
Secured Creditors required by the Additional Secured Debt Documents.


 


Section 5.13                            Waivers, etc.


 


(1)                                  No consent or waiver by the Collateral Agent or the
Secured Creditors in respect of this Debenture is binding unless made in
writing and signed by an authorized officer of the Collateral Agent and subject
to any consent of the Noteholders required in accordance with the Indenture and
any consent of the Additional Secured Creditors required by the Additional
Secured Debt Documents.  Any consent or
waiver given under this Debenture is effective only in the specific instance
and for the specific purpose for which given. 
No waiver of any of the provisions of this Debenture constitutes a
waiver of any other provision.


 


(2)                                  A failure or delay on the part of the Collateral Agent or the Secured
Creditors in exercising a right under this Debenture does not operate as a
waiver of, or impair, any right of the Collateral Agent or the Secured
Creditors however arising.  A single or
partial exercise of a right on the part of the Collateral Agent or the Secured
Creditors does not preclude any other or further exercise of that right or the
exercise of any other right by the Collateral Agent or the Secured Creditors.


 


Section 5.14                            Application of Proceeds of Security.


 


(1)                                  Prior to the joinder of any Additional Secured Creditors pursuant to Section 5.22,
all monies collected by the Collateral Agent upon the enforcement of the
Collateral Agent’s or the Secured Creditors’ rights and remedies under the
Security Documents and the Liens created by them including any sale or other
disposition of the Charged Property, together with all other monies received by
the Collateral Agent and the Secured Creditors under the Collateral Documents,
will be applied as provided in the Indenture.


 


(2)                                  After the joinder of any Additional Secured Creditors pursuant to Section 5.22,
all monies collected by the Collateral Agent upon the enforcement of the
Collateral Agent’s or the Secured Creditors’ rights and remedies under the
Security Documents and the Liens created by them including any sale or other
disposition of the Charged Property, together with all other monies received by
the Collateral Agent and the Secured Creditors under the Security Documents
will be applied as follows:


 


(a)                                  First, to the payment of all reasonable costs and expenses, fees,
commissions and taxes of such sale, collection or other realization including
compensation to the Collateral Agent and its agents and counsel, and all
expenses, liabilities and advances made or incurred by the Collateral Agent in
connection therewith and all amounts for which the Collateral Agent is entitled
to indemnification pursuant to the provisions of any Indenture Document,
together with interest on each such amount at the highest rate then in effect 


 


23

















 


under this Debenture
from and after the date such amount is due, owing or unpaid until paid in full;


 


(b)                                 Second, to the Trustee and the Authorized Representative, all amounts
payable to the Trustee, its agents and attorneys for amount due under Section 7.07
under the Indenture, including payment of all compensation, expenses and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection and similar amounts due to any other Authorized
Representative under the Additional Secured Debt Documents;


 


(c)                                  Third, without duplication of amounts applied pursuant to clause (1) above,
to the payment in full in cash, pro rata, of interest and other amounts
constituting Secured Obligations (other than principal) and any fees and
premiums constituting Secured Obligations and any interest accrued thereon, in
each case equally and ratably in accordance with the respective amounts thereof
then due and owing;


 


(d)                                 Fourth, to the payment in full in cash, pro rata, of principal amount of
the Secured Obligations and any premium thereon; and


 


(e)                                  Fifth, the balance, if any, to the Person lawfully entitled thereto
(including the applicable Credit Party or its successors or assigns) or as a
court of competent jurisdiction may direct.


 


All applications of proceeds pursuant to
clauses (a) though (d) above shall be allocated among the Secured
Creditors on a pro
rata basis according to the principal
(or, in the case of discount notes, accreted value), interest and other amounts
owing in respect of the Secured Obligations at the time of the
distribution.  In the event that any such
proceeds are insufficient to pay in full the items described in clauses (1) through
(3) of this Section 5.14(2), the Obligors shall remain, jointly and
severally, liable for any deficiency.


 


(3)                                  Upon the request of the Collateral Agent prior to any distribution under
this Section 5.14, each Secured Creditor or its Authorized Representative
shall provide to the Collateral Agent certificates, in form and substance
reasonably satisfactory to the Collateral Agent, setting forth the respective
amounts referred to in Section 5.14(2), that each such Secured Creditor or its
Authorized Representative believes it is entitled to receive, and the
Collateral Agent shall be fully entitled to rely on such certificates.


 


(4)                                  If, despite the provisions of this Debenture, any Secured Creditor shall
receive any payment or other recovery in excess of its portion of payments on
account of the Secured Obligations to which it is then entitled in accordance
with this Debenture, such Secured Creditor shall hold such payment or recovery
in trust for the benefit of all Secured Creditors for distribution in accordance
with this Section 5.14.


 


24

















 


Section 5.15                            Governing Law.


 


(1)                                  This Debenture shall be governed by and construed in accordance with the
laws of Alberta and the laws of Canada applicable therein save in respect of
the security created pursuant hereto upon real property situated in any
province of Canada other than Alberta, and upon income therefrom, which shall
be governed by the laws of the province in which such property is situate.


 


(2)                                  Each of the Obligors hereby irrevocably consents to
the service of any and all process in any such action or proceeding by the
delivery of copies of such process to such Obligor as set forth in Section 12.02
of the Indenture.  Nothing in this Section affects
the right of the Collateral Agent to serve process in any manner permitted by
law.


 


Section 5.16                            Application of Saskatchewan Law.


 


(1)                                  The Land Contracts (Actions) Act (Saskatchewan) shall have no application to any
action, as defined therein, with respect to this Debenture.


 


(2)                                  The Limitation of Civil Rights Act (Saskatchewan) shall have no application to (i) this
Debenture, (ii) any mortgage, charge or other security for the payment of
money made, given or created by this Debenture, (iii) any agreement or
instrument renewing or extending or collateral to this Debenture or any
mortgage, charge or other security referred to or mentioned in (ii) above,
or (iv) the rights, powers or remedies of the Collateral Agent under this
Debenture or any mortgage, charge, other security, agreement or instrument
referred to or mentioned in (ii) or (iii) above.


 


Section 5.17                            Counterparts.


 


This Debenture may be
executed in any number of counterparts (including counterparts by facsimile)
and all such counterparts taken together will be deemed to constitute one and
the same instrument.  The party sending
the facsimile transmission will also deliver the original signed counterpart to
the other parties, however, failure to deliver the original signed counterpart
shall not invalidate this Debenture.


 


Section 5.18                            Joinder of Additional Obligors.


 


The Obligors shall cause each Subsidiary of the
Issuers which, from time to time, after the date hereof shall be required,
pursuant to the provisions of the Indenture, to pledge any assets to the Collateral
Agent for the benefit of the Secured Creditors pursuant to the terms of this
Debenture:


 


(a)                                  to execute and deliver to the Collateral Agent (i) a Joinder
Agreement substantially in the form of Schedule  “A”,
and (ii) a perfection certificate in form reasonably satisfactory to the
Collateral Agent, in each case, within thirty (30) days of the date on which it
was acquired or created; and


 


(b)                                 in the case of a Subsidiary organized, or holding assets situated, in
Quebec or any Subsidiary organized outside of Canada, in each case, required to
pledge any assets to the Collateral Agent for the benefit of the Secured
Creditors, to execute and deliver to the Collateral Agent such documentation as
is customary in Quebec in order to pledge or hypothecate the Charged Property 


 


25

















 


as the Collateral
Agent shall reasonably request within thirty (30) days of the date on which it
was acquired or created; and


 


in each case with respect to paragraphs (a) and (b) above,
upon such execution and delivery, such Subsidiary shall constitute an “Obligor”
for all purposes hereunder with the same force and effect as if originally
named as an Obligor herein.  The
execution and delivery of such Joinder Agreement shall not require the consent
of any Obligor hereunder.  The rights and
obligations of each Obligor hereunder shall remain in full force and effect
notwithstanding the addition of any new Obligor as a party to this Debenture.


 


Section 5.19                            Time of the Essence.


 


Time shall be of the essence of this Debenture.


 


Section 5.20                            Charging Clause.


 


For better securing to the Collateral Agent the
repayment in the manner set out above of the principal sum set forth herein
together with all other Secured  Obligations,
each of the Obligors hereby mortgages to the Collateral Agent and its
successors and permitted assigns, for the benefit of the Secured Creditors and
their respective successors and permitted assigns, all of its estate and
interest in the Charged Property.


 


Section 5.21                            Waiver of Financing Statement, Etc.


 


Each of the Obligors
hereby waives the right to receive from the Collateral Agent or the Secured
Creditors a copy of any financing statement, financing change statement or
other statement or document filed or registered at any time in respect of this
Debenture or any verification statement or other statement or document issued
by any registry that confirms or evidences registration of or relates to this
Debenture.


 


Section 5.22                            Additional Secured Obligations.


 


On or after the date hereof,
the Issuers may from time to time designate additional Obligations as
additional Secured Obligations hereunder (the “Additional
Secured Obligations”) by
delivering to the Collateral Agent (a) a certificate signed by the chief
financial officer of the Issuers (i) identifying the obligations so
designated and the aggregate principal amount or face amount thereof, stating
that such obligations are designated as Additional Secured Obligations for
purposes hereof, (ii) representing that such designation of such
obligations as Additional Secured Obligations complies with the terms of the
Indenture and (iii) specifying the name and address of the Authorized
Representative for such obligations, and (b) a fully executed Additional
Secured Creditor Joinder (in the form attached as Schedule “B”).  Each Authorized Representative agrees that
upon the satisfaction of all conditions set forth in the preceding sentence,
the Collateral Agent shall act as agent under and subject to the terms of this
Debenture for the benefit of all Secured Creditors, including any Additional
Secured Creditors that hold any such Additional Secured Obligations, and each
Authorized Representative agrees to the appointment, and acceptance of the
appointment, of the Collateral Agent as agent for the holders of such
Additional Secured Obligations as set forth in the Additional Secured Creditor
Joinder,
and the Authorized Representative providing such Additional Secured Creditor
Joinder shall, on behalf of itself and each Additional Secured Creditor it
represents, be bound by this 


 


26

















 


Debenture.  For
purposes of this Debenture, all Obligations arising under or in connection with
the Notes (including Additional Notes and Exchange Notes) constitute Note
Obligations rather than Additional Secured Obligations; however upon the
issuance of Additional Notes, the Issuers shall deliver to the Collateral Agent
a certificate signed by the chief financial officer of the Issuers setting
forth the particulars of the Additional Notes including the aggregate principal
amount or face amount thereof and certifying that such issuance of First Lien
Obligations complies with the terms of the Indenture.


 


Section 5.23                            Collateral Agent.


 


(1)                                  Each Noteholder, by its acceptance
of the Indenture, and each Authorized Representative of any Additional Secured
Creditors on behalf of itself and the Additional Secured Creditors that it
represents, by its execution of an Additional Secured Creditor Joinder, has
appointed, and each other Secured Creditor, by accepting the benefits hereof,
hereby appoints, BNY Trust Company of Canada to serve as Collateral Agent and
representative of itself and any other Secured Creditors that it represents
under each of the Security Documents, and authorizes the Collateral Agent to
act as agent for itself and such Secured Creditors for the purpose of executing
and delivering, on behalf of itself and such Secured Creditors, each of the
Security Documents and any other documents or instruments related thereto or
necessary or, as determined by the Collateral Agent, desirable to perfect the
Liens granted to the Collateral Agent thereunder, for the purpose of holding
the Liens on the Collateral granted pursuant to the Security Documents, and,
subject to the provisions of this Debenture, for the purpose of enforcing its
and such Secured Creditors’ rights in respect of the Collateral and the
obligations of the Obligors under the Security Documents, and for the purpose
of, or in connection with, releasing the obligations of the Obligors under the
Security Documents.  The Collateral Agent
hereby agrees that it shall so act as Collateral Agent and representative of
the Secured Creditors subject to, in respect of any Additional Secured
Creditors, compliance by the Authorized Representative on behalf of such
Additional Secured Creditors with Section 5.22. The Collateral Agent shall
have the sole authority to exercise remedies under the Security Documents.  The Collateral Agent shall have the right
hereunder to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking action (including the
release or substitution of the Collateral), in accordance with the Secured
Agreements.  The
Collateral Agent may resign, may be removed and a successor Collateral Agent
may be appointed in the manner provided under Section 5.24.


 


(2)                                  The Collateral Agent shall be deemed to have exercised reasonable care
in the custody and preservation of the Charged Property in its possession if
such Charged Property is accorded treatment substantially equivalent to that
which a reasonable person accords his own property consisting of similar
property, instruments or interests, it being understood that neither the
Collateral Agent nor any of the Secured Creditors shall have responsibility for
taking any necessary steps to preserve rights against any Person with respect
to any Charged Property.


 


27

















 


(3)                                  The Collateral Agent shall be entitled to rely upon any written notice,
statement, certificate, order or other document or any telephone message
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person, and, with respect to all matters pertaining to the Secured
Agreements and its duties thereunder, upon advice of counsel selected by it
(who may be counsel to one or more of the Obligors).  The Collateral Agent shall not be deemed to
have actual, constructive, direct or indirect knowledge or notice of the occurrence
of any Default or Event of Default unless and until the Collateral Agent has
received written notice from a Secured Creditor, the Issuers or an Obligor
referring to the applicable Secured Agreement, describing such Default or Event
of Default and stating that it is a “notice of default” or a “notice of event
of default”, setting forth in reasonable detail the facts and circumstances
thereof and stating that the Collateral Agent may rely on such notice without
further inquiry.  The Collateral Agent shall
have no obligation or duty prior to or after receiving any such notice to
inquire whether a Default or Event of Default has in fact occurred and shall be
entitled to conclusively rely, and shall be fully protected in so relying, on
any such notice furnished to it.


 


(4)                                  If any item of Charged Property also constitutes collateral granted to
the Collateral Agent under any other deed of trust, mortgage, security
agreement, pledge or instrument of any type, in the event of any conflict
between the provisions hereof and the provisions of such other deed of trust,
mortgage, security agreement, pledge or instrument of any type in respect of
such collateral, the terms of this Debenture shall apply.


 


(5)                                  Notwithstanding anything to the contrary contained herein, the
Collateral Agent is authorized, but not obligated, (i) to take any action
reasonably required to perfect or continue the perfection of the liens on the
Charged Property for the benefit of the Secured Creditors and (ii) when
instructions from the Authorized Representatives on behalf of the applicable
Secured Creditors have been requested by the Collateral Agent but have not yet
been received, to take any action which the Collateral Agent, in good faith,
believes to be reasonably required to promote and protect the interests of the
Secured Creditors in the Charged Property; provided that once instructions have
been received, the actions of the Collateral Agent shall be governed thereby
and the Collateral Agent shall not take any further action which would be
contrary thereto.


 


(6)                                  Notwithstanding anything to the
contrary contained herein or in any Security Document, the Collateral Agent
shall not be required to take or refrain from taking, and shall have no
liability to any Secured Creditor for taking or refraining from taking, any
action that exposes or, in the good faith judgment of the Collateral Agent may
expose, the Collateral Agent or its officers, directors, agents or employees to
personal liability, unless the Collateral Agent shall be adequately indemnified,
or that is, or in the good faith judgment of the Collateral Agent may be,
contrary to any Security Document, any other Secured Agreement or applicable
law.  Upon receipt of such indemnity,
however, the Collateral Agent shall act upon the specific instructions of the
Authorized Representatives provided in accordance with the provisions of this
Debenture, except for any instructions that in the good faith 


 


28

















 


judgment
of the Collateral Agent may be contrary to any Security Document, any other
Secured Agreement or applicable law.


 


(7)                                  For purposes of this Debenture and
other Security Documents, each Secured Creditor shall appoint a Person as its
Authorized Representative for the purpose of giving or delivering any notices
or instructions hereunder and thereunder. 
Any instructions given by the Authorized Representatives (other than the
Trustee) on behalf of the applicable Secured Creditors to the Collateral Agent pursuant
to the Security Documents shall be in writing signed by the Authorized
Representative(s) of the applicable Secured Creditors with respect to such
instructions and such instructions shall certify to and for the benefit of the
Collateral Agent the outstanding aggregate principal amount (or, in the case of
discount notes, accreted value) of all Secured Obligations that the Secured
Creditors authorizing such instructions hold. 
In determining whether the applicable Secured Creditors have consented
to any action under the Security Documents, the Collateral Agent may
conclusively rely on each Authorized Representative as to the amount of Secured
Obligations held by holders represented by such Authorized Representative.    The Collateral Agent shall be entitled to
conclusively and absolutely rely on such instructions and certification as to
the identity of the applicable Secured Creditors with respect to such
instructions, and the Collateral Agent shall not be required to take any
action, and shall not be liable to any Secured Creditor for failing or refusing
to act, pursuant to any instructions which are not given or delivered by the
Authorized Representatives of various Secured Creditors comprising the
applicable Secured Creditors as required by Section 3.11 of the Security
Agreements.


 


(8)                                  Each Obligor acknowledges that the rights and responsibilities of the
Collateral Agent under this Debenture with respect to any action taken by the
Collateral Agent or the exercise or nonexercise by the Collateral Agent of any
option, voting right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Debenture shall, as between the
Collateral Agent and the other Secured Creditors, be governed by the provisions
of this Debenture and by such other agreements with respect thereto as may
exist from time to time among them, but, as between the Collateral Agent and
the Obligors, the Collateral Agent shall be conclusively presumed to be acting
as agent for the Collateral Agent and the other Secured Creditors with full and
valid authority so to act or refrain from acting, and no Obligor shall be under
any obligation, or entitlement, to make any inquiry respecting such authority.


 


(9)                                  Subject to clause (6) of this Section 5.23, neither the
Collateral Agent nor any of its officers, directors, employees or agents shall
be liable for failure to demand, collect or realize upon any of the Charged
Property or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Charged Property upon the request of any Obligor or
any other Person or to take any other action whatsoever with regard to the
Charged Property or any part thereof. 
The powers conferred on the Collateral Agent hereunder are solely to
protect the interests of the Collateral Agent in the Charged Property and,
subject to clause (6) of this Section 5.23, shall not impose any duty
upon the Collateral Agent to exercise any such powers.  The


 


29














 


Collateral Agent
shall be accountable only for amounts that it actually receives as a result of
the exercise of such powers, and neither it nor any of its officers, directors,
employees or agents shall have any duty or liability or be responsible to any Obligor
for any act or failure to act hereunder, except for its own gross negligence or
wilful misconduct.  The Collateral Agent
shall have no duty or liability as to the taking of any necessary steps to
preserve or protect the Charged Property or to preserve rights against prior
parties.  Nothing contained in this
Debenture shall be construed as requiring or obligating the Collateral Agent,
and the Collateral Agent shall not be required or obligated, to (i) present
or file any claim or notice or take any action with respect to any Charged
Property or in connection therewith or (ii) notify any Obligor of any
decline in the value of any Charged Property. 
The Collateral Agent shall have no duty as to the collection of any
Charged Property in its possession or control or in the possession or control
of any agent or nominee of the Collateral Agent, or any income thereon or any
other rights pertaining thereto.


 


(10)                            No provision of the Secured Agreements shall be deemed to impose any
duty or obligation on the Collateral Agent to perform any act or acts, receive
or obtain any interest in property or exercise any interest in property, or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Collateral Agent
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, to receive or obtain any such interest in
property or to exercise any such right, power, duty or obligation; and no
permissive or discretionary power or authority available to the Collateral
Agent shall be construed to be a duty.


 


(11)                            The Collateral Agent shall have the right hereunder to make demands, to
give notices, to exercise or refrain from exercising any rights, and to take or
refrain from taking action (including the release or substitution of Charged
Property), in each case in accordance with the Secured Agreements.


 


(12)                            Upon resignation of the Collateral Agent in accordance with the terms of
Section 5.24, the Collateral Agent shall thereupon be discharged from its
duties and obligations under the Secured Agreements.  Following the resignation of the Collateral
Agent, the provisions of the Secured Agreements shall inure to its benefit as
to any actions taken or omitted to be taken by it under the Secured Agreements
while it was the Collateral Agent.


 


(13)                            The Collateral Agent shall not have any liability hereunder except for
its own gross negligence or wilful misconduct, or material breach and under no
circumstances shall the Collateral Agent be liable for any special, punitive,
exemplary or consequential damages.


 


(14)                            The Collateral Agent shall be
vested with all of the rights, powers, benefits, privileges and protections of
the Collateral Agent set forth in the Indenture, all of which are incorporated
herein and shall apply to all of the Security Documents.


 


(15)                            The Collateral Agent may perform
any and all of its duties and exercise its rights and powers hereunder or under
any other Indenture Document by or through, or 


 


30

















 


delegate
any and all such rights and powers to, any one or more sub-agents appointed by
such Agent, including a sub-agent which is a non-U.S. affiliate of the
Collateral Agent. Except as otherwise provided in this Section 5.23,
neither the Collateral Agent nor any of its respective officers, directors,
employees, attorney or agents will be responsible or liable for the existence,
genuineness, value or protection of any Collateral, for the legality, enforceability,
effectiveness or sufficiency of the Security Documents, for the creation,
perfection, priority, sufficiency or protection of any Lien securing the First
Lien Obligations, or for any defect or deficiency as to any such matters, or
for any failure to demand, collect, foreclose or realize upon or otherwise
enforce any such Liens or Security Documents or any delay in doing so provided
that if instructed by the Required Secured Creditors in accordance with the
provisions of the Security Documents, the Collateral Agent (subject to receipt
of an indemnity requested by it and acceptable to it and any other applicable
provisions of the Security Documents) shall comply with instructions from such
Required Secured Creditors.  The
Collateral Agent and any such sub-agent may perform any and all of its duties
and exercise its rights and powers by or through their respective Affiliates.  The
exculpatory provisions of this Section 5.23 shall apply to any agent,
attorneys-in-fact or sub-agent and to the Affiliates of the Collateral Agent
and any such agent, attorneys-in-fact or sub-agent, and shall apply to their
respective activities in connection with the exercise of the rights and
remedies of the Collateral Agent provided for hereunder, as well as all other activities
as Collateral Agent.


 


Section 5.24                                        Resignation and Removal of Collateral Agent.


 


(1)                                  A resignation or removal of the Collateral Agent
and appointment of a successor Collateral Agent will become effective only upon
the successor Collateral Agent’s acceptance of appointment as provided in this Section 5.24.


 


(2)                                  The Collateral Agent may resign in writing at any
time and be discharged from its obligations hereunder created by so notifying
the Issuers.  Prior to the incurrence of
Additional Secured Obligations, the Holders of a majority in aggregate
principal amount of the then outstanding Notes may remove the Collateral Agent
by so notifying the Collateral Agent and the Issuers in writing.  After incurrence of the Additional Secured
Obligations, the Required Secured Creditors may remove the Collateral Agent by
so notifying the Collateral Agent and the Issuers in writing.  The Issuers may remove the Collateral Agent
if:


 


(a)                                  the Collateral Agent is adjudged a bankrupt or an
insolvent or an order for relief is entered with respect to the Collateral
Agent under any Bankruptcy Law;


 


(b)                                 a custodian or public officer takes charge of the
Collateral Agent or its property; or


 


(c)                                  the Collateral Agent becomes incapable of acting.


 


(3)                                  If the Collateral Agent resigns or is removed or if
a vacancy exists in the office of Collateral Agent for any reason, the Issuers
will promptly appoint a successor 


 


31

















 


Collateral Agent.  Within one year after the successor Collateral
Agent takes office, the Holders of a majority in aggregate principal amount of
the then outstanding Notes (and, after the issuance of any Additional Secured
Obligations, solely the Required Secured Creditors) may appoint a successor
Collateral Agent to replace the successor Collateral Agent appointed by the
Issuers.


 


(4)                                  If a successor Collateral Agent does not take
office within sixty (60) days after the retiring Collateral Agent resigns or is
removed, the retiring Collateral Agent, the Issuers, or the Holders of at least
10% in aggregate principal amount of the then outstanding Notes (and, after the
issuance of any Additional Secured Obligations, the holders of at least 10% in
aggregate principal amount of the then outstanding Secured Obligations) may petition
any court of competent jurisdiction for the appointment of a successor
Collateral Agent.


 


(5)                                  A successor Collateral Agent will
deliver a written acceptance of its appointment to the retiring Collateral
Agent and to the Issuers.  The
resignation or removal of a Collateral Agent shall become effective only upon (a) the
execution and delivery of such documents or instruments as are necessary to
transfer the rights and obligations of the Collateral Agent under the Security
Documents and (b) the recording or filing of such documents, instruments
or financing statements and the delivery of such Collateral as may be necessary
to maintain the priority and perfection of any security interest granted by the
Security Documents.    Upon the
acceptance of any appointment as the Collateral Agent by a successor Collateral
Agent and compliance with the immediately preceding sentence, the resignation
or removal of the retiring Collateral Agent will become effective, and the
successor Collateral Agent will have all the rights, powers and duties of the
Collateral Agent under the Indenture and the Security Documents, and the
retiring Collateral Agent shall thereupon be discharged from its duties and
obligations under the Secured Agreements. 
After any retiring Collateral Agent’s resignation, the provisions hereof
shall inure to its benefit as to any actions taken or omitted to be taken by it
under the Secured Agreements while it was the Collateral Agent.  The
successor Collateral Agent will mail a notice of its succession to each
Authorized Representative. 
Notwithstanding replacement of the Collateral Agent pursuant to this Section 5.24,
the Issuers’ obligations under Section 5.26 hereof will continue for the
benefit of the retiring Collateral Agent.


 


If the Collateral Agent
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act will be the successor Collateral Agent.


 


Section 5.25                                        Assignment of Rents


 


As further security to the Collateral Agent for
the due payment and performance of all Secured Obligations, each of the
Obligors, in its own personal capacity and in its capacity as a partner (other
than as a limited partner), managing partner or general partner of any
Partnership Obligor in which it is a partner, managing partner or general
partner, hereby assigns, transfers and sets over to the Collateral Agent, for
the benefit of the Secured Creditors, to the extent not constituting Liquidity
Collateral, all leases now or hereafter 


 


32

















 


granted by each such
Obligor (or any predecessor or successor in title) of all or any part of the
Charged Property and any rents and other revenues from the Charged Property now
or hereafter due or to become due, provided that:


 


(a)                                  the Collateral Agent will not be entitled to receive and recover such
rents and other revenues until an Event of Default has occurred which is
continuing;


 


(b)                                 the Collateral Agent will have no obligation to collect any such rents
or other revenues at any time and will be liable only for monies actually
received nor will the Collateral Agent be responsible for the performance of
any terms and conditions of any lease assigned hereunder;


 


(c)                                  nothing contained in this clause nor the exercise by the Collateral
Agent of any rights or remedies arising herefrom will place or be deemed to
place the Collateral Agent in possession of the Charged Property;


 


(d)                                 neither this assignment, nor the collection of rents pursuant to it,
will be construed as a recognition or acceptance of any lease with respect to
the Charged Property;


 


(e)                                  whenever requested by the Collateral Agent such Obligor will assign to
the Collateral Agent its interest in each specific lease of the Charged
Property and will execute such further specific or general assignments as may
be requested by the Collateral Agent from time to time;


 


(f)                                    the Collateral Agent or its agents may separately register this
assignment wherever the Collateral Agent in its discretion deems appropriate;
and


 


(g)                                 neither this assignment nor any act of the Collateral Agent thereof
shall operate to delay, hinder or prejudice any of the Collateral Agent’s
rights or remedies under this Debenture.


 


Section 5.26                                        Costs and Expenses.


 


(1)                                  Each Obligor, on a joint and several basis, shall pay all reasonable out
of pocket expenses incurred by the Trustee or the Collateral Agent (including
the fees, charges and disbursements of not more than one counsel plus, if
necessary, one local counsel per jurisdiction for the Trustee or the Collateral
Agent), in connection with the enforcement or protection of its rights (i) in
connection with this Debenture and the other Indenture Documents including its
rights under this Section 5.26 (ii) in connection with the Indenture
Documents, the Charge created thereunder or the Charged Property, including all
legal fees, court costs, receiver’s or agent’s remuneration and other expenses
of taking possession of, repairing, protecting, insuring, preparing for
disposition, realizing, collecting, selling, transferring, delivering or
obtaining payment for the Charged Property, and of taking, defending or
participating in any action or proceeding in connection with any of the
foregoing matters or otherwise in connection with the interest of the
Collateral Agent, the Secured Creditors’ (or any one of them) interest in any
Charged Property, whether or not directly relating to the enforcement of this
Debenture and the other Indenture 


 


33

















 


Documents, or (iii) in
connection with the issuance of Notes
made under the Indenture, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such issuance of Notes and (iv) all
documentary and similar taxes and charges in respect of the Indenture
Documents.


 


(2)                                  Each Obligor, on a joint and several basis, shall indemnify the Trustee
(and any sub-trustee thereof), and the Collateral Agent (and any sub-agent
thereof), and their respective Affiliates and each officer, director, employee
or agent thereof (each such person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including reasonable fees, charges
and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee
or asserted against any Indemnitee by any party hereto or any third party
arising out of, in connection with, or as a result of any action, investigation,
suit or proceeding (whether commenced or threatened) relating to or arising out
of (i) the execution or delivery of this Debenture, any other Indenture  Document, or any amendment, amendment and restatement,
modification or waiver of the provisions hereof or thereof, or any agreement or
instrument contemplated hereby or thereby, the performance by the parties
hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, (ii) any issuance of Notes or the use or proposed use
of the proceeds therefrom, (iii) any actual or alleged presence or Release
or threatened Release of Hazardous Materials on, at, under or from any property
or facility owned, leased or operated by any Credit Party at any time, or any
Environmental Claim related in any way to any Credit Party, or (iv)  any
actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Issuer or any other Credit Party,
and regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction to have resulted from the gross
negligence, bad faith or wilful misconduct of such Indemnitee or (y) result
from a claim brought by any Credit Party against an Indemnitee for breach in
bad faith of such Indemnitee’s obligations hereunder or under any other
Indenture Document, if such Credit Party has obtained a judgment in its favor
on such claim as determined by a court of competent jurisdiction.


 


(3)                                  All amounts due under this Section 5.26 shall be payable not later
than three (3) Business Days after demand therefor.


 


[Remainder of page left
intentionally blank.]


 


34

















 


IN WITNESS WHEREOF each Obligor has executed and delivered this Debenture as of the date
first above written.


 


 


	
   

  	
  GIBSON ENERGY HOLDING ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert M. Tichio

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


 


	
   

  	
  GEP
  MIDSTREAM FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert M. Tichio

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


 


	
   

  	
  MOOSE
  JAW REFINERY PARTNERSHIP

  by its
  managing partner, GIBSON ENERGY ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


 


	
   

  	
  MOOSE
  JAW REFINERY ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


35

















 


	
   

  	
  CANWEST
  PROPANE PARTNERSHIP

  by its
  managing partner, GIBSON ENERGY ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


 


	
   

  	
  CANWEST
  PROPANE ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


 


	
   

  	
  MP
  ENERGY PARTNERSHIP

  by its
  managing partner, GIBSON ENERGY ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


 


	
   

  	
  MP
  ENERGY ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


36

















 


	
   

  	
  GIBSON
  ENERGY PARTNERSHIP

  by its
  managing partner, GIBSON ENERGY ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


 


	
   

  	
  GEP
  ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


 


	
   

  	
  LINK
  PETROLEUM SERVICES LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


 


	
   

  	
  CHIEF
  HAULING CONTRACTORS ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


37

















 


	
   

  	
  GIBSON
  GCC INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


 


	
   

  	
  LINK
  PETROLEUM, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


 


	
   

  	
  GIBSON
  ENERGY (U.S.) INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


 


	
   

  	
  BATTLE RIVER TERMINAL GP INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


38

















 


	
   

  	
  BRIDGE CREEK TRUCKING LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


 


	
   

  	
  BATTLE RIVER TERMINAL LP by its general partner, BATTLE RIVER TERMINAL GP INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


39

















 


Accepted
and Agreed:


 


	
  BNY
  TRUST COMPANY OF CANADA

  as Collateral Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Angela Ikhimokpa

  	
   

  
	
   

  	
  Name:  Angela Ikhimokpa

  	
   

  
	
   

  	
  Title:  Authorized Signatory

  	
   

  



 


40














 


SCHEDULE “A”

FORM OF JOINDER AGREEMENT


 


[Name
of New Obligor]


[Address
of New Obligor]


 


	
  [Date]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


Ladies
and Gentlemen:


 


Reference
is made to the Demand Debenture (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Demand
Debenture;” capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Demand Debenture), dated
as of May 27, 2009 made by Gibson Energy Holding ULC,
GEP Midstream Finance Corp., Canwest Propane ULC, Moose Jaw Refinery ULC, MP
Energy ULC, GEP ULC, Gibson GCC Inc., Moose Jaw Refinery Partnership, Canwest
Propane Partnership, Gibson Energy Partnership, MP Energy Partnership, Chief
Hauling Contractors ULC, Link Petroleum Services Ltd., Link Petroleum, Inc.,
Gibson Energy (U.S.) Inc., Battle River Terminal GP Inc., Battle River Terminal
LP and Bridge Creek Trucking Ltd.
(each an “Obligor” and together the “Obligors”) in favour of BNY Trust Company of Canada, as collateral agent (in
such capacity and together with any successors and permitted assigns in such
capacity, the “Collateral Agent”).


 


This
Joinder Agreement supplements the Demand Debenture and is delivered by the
undersigned, [                         ] [in its own capacity (“·”) and · as partner/general
partner/managing partner for and on behalf of ·] ([“·” and together with ·,] the “New Obligor”),
pursuant to Section 5.18 of the Demand Debenture. 
The New Obligor hereby agrees to be bound as an Obligor party to the
Demand Debenture by all of the terms, covenants and conditions set forth in the
Demand Debenture to the same extent that it would have been bound if it had
been a signatory Obligor to the Demand Debenture on the date of the Demand
Debenture, on its own behalf and on behalf of any Partnership Obligor in which
it is a partner (other than a limited partner), general partner or managing
partner.  Without limiting the generality
of the foregoing, the New Obligor, in its own personal capacity and in its
capacity as a partner (other than as a limited partner), general partner or
managing partner of any Partnership Obligor in which it is a partner, general
partner or managing partner, grants to the Collateral Agent, for the benefit of
the Secured Creditors, a security interest in, and assigns, mortgages, charges,
hypothecates and pledges to the Collateral Agent, for the benefit of the
Secured Creditors, substantially all of the property of such Obligor and of any
Partnership Obligor in which it is a partner, general partner or managing
partner, of the type and description set forth in Section 3.1 of the
Demand Debenture whether now owned or hereafter acquired.  The New Obligor also expressly assumes all
obligations and liabilities of an Obligor thereunder, on its own behalf and on
behalf of any Partnership Obligor in which it is a partner (other than a
limited partner), 


 

















 


general
partner or managing partner.  The New
Obligor hereby makes each of the representations and warranties and agrees to
each of the covenants applicable to the Obligors contained in the Demand
Debenture.


 


This
Joinder Agreement and any amendments, waivers, consents or supplements hereto
may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed and delivered shall be
deemed to be an original, but all such counterparts together shall constitute
one and the same agreement.


 


This
Joinder Agreement will be governed by, interpreted and enforced in accordance
with, the laws of the Province of Alberta and the federal laws of Canada
applicable therein.


 


IN
WITNESS WHEREOF, the New Obligor has caused this Joinder Agreement to be
executed and delivered by its duly authorized officer as of the date first
above written.


 


 


	
   

  	
  [NEW
  OBLIGOR]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title

  



 


A-2

















 


Accepted
and Agreed:


 


	
  BNY
  TRUST COMPANY OF CANADA,

  AS COLLATERAL AGENT

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


A-3

















 


SCHEDULE “B”

FORM OF ADDITIONAL SECURED CREDITOR JOINDER


 


[Name of Additional Secured
Creditor]


[Address of Additional Secured Creditor]


 


[Date]


 


 


The
undersigned is the [trustee/agent]
(the “Representative”) for Persons wishing to
become “Additional Secured Creditors” (the “New Secured
Creditors”) under the Demand Debenture dated as of
                    
(as heretofore amended and/or supplemented, the “Demand
Debenture” (terms used without definition herein have the meanings
assigned thereto in the Demand Debenture)) among
                    
and                   ,
as collateral agent (the “Collateral Agent”).


 


In
consideration of the foregoing, the undersigned hereby:


 


(i)            represents that the Representative
has been authorized by the New Secured Creditors to become a party to the
Demand Debenture and the other Security Documents on behalf of the New Secured
Creditors under that [DESCRIBE OPERATIVE
AGREEMENT] (the “New Secured Obligation”)
and to act as the Authorized Representative for the New Secured Creditors;


 


(ii)           acknowledges that the New Secured
Creditors have received a copy of the Demand Debenture and the other Security
Documents;


 


(iii)          appoints and authorizes the Collateral
Agent to take such action as agent on its behalf and on behalf of all other
Secured Creditors and to exercise such powers under the Demand Debenture as are
delegated to the Collateral Agent by the terms thereof, together with all such
powers as are reasonably incidental thereto;


 


(iv)          accepts, acknowledges and agrees to be
bound by the terms of the Demand Debenture and the other Security Documents
applicable to it as an Authorized Representative on behalf of the New Secured
Creditors, and agrees to serve as Authorized Representative for the New Secured
Creditors with respect to the New Secured Obligations, with all the rights and
obligations of an Authorized Representative thereunder and be bound by all the
provisions thereof as fully as if it had been an Authorized Representative on the
effective date of the Demand Debenture and the other Security Documents; and


 


(v)           agrees on its own behalf and on
behalf of the New Secured Creditors to be bound by the terms of the Demand
Debenture and the other Security Documents applicable to holders of Additional
Secured Obligations, with all the rights and obligations of an Additional
Secured Creditor thereunder and be bound by all the provisions thereof as fully
as if it had been an Additional Secured Creditor on the effective date of the
Demand Debenture and the other Security Documents.


 

















 


The
Collateral Agent, by acknowledging and agreeing to this Additional Secured
Creditor Consent, accepts the appointment set forth in clause (iii) above.


 


The name
and address of the representative for purposes of Section 5.2 of the
Demand Debenture are as follows:


 


[name and
address of Authorized Representative]


 


THIS
ADDITIONAL SECURED CREDITOR JOINDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF ALBERTA.


 


IN
WITNESS WHEREOF, the undersigned has caused this Additional Secured Creditor
Joinder to be duly executed by its authorized officer as of the
       day of 20    .


 


 


	
   

  	
  [NAME OF
  AUTHORIZED REPRESENTATIVE]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


Acknowledged
and Agreed


 


	
  [BNY Trust
  Company of Canada],

  as Collateral Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
  [Name of
  entity] a [Insert jurisdiction of incorporation],



  as
  Obligor

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


B-2