Exhibit 4.29


 


SUBSIDIARY GUARANTEE


 


JOINDER AGREEMENT


 


Johnstone Tank Trucking Ltd.

1700, 440 – 2nd Avenue S.W.

Calgary, AB  T2P 5E9


February 9, 2010


 


The Bank of New York Mellon

101 Barclay Street, 4E

New York, NY  10286


 


Ladies and Gentlemen:


 


Reference is made to the Guarantee-Subsidiary
Guarantors (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Guarantee”;
capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Guarantee), dated as of January 19, 2010
made by Moose Jaw Refinery Partnership, Moose Jaw Refinery ULC, CanWest Propane
Partnership, CanWest Propane ULC, MP Energy Partnership, MP Energy ULC, Gibson
Energy Partnership, GEP ULC, Link Petroleum Services Ltd., Chief Hauling
Contractors ULC, Gibson GCC Inc., Battle River Terminal GP Inc., Battle River
Terminal LP and Bridge Creek Trucking Ltd. (each a “Guarantor”
and together the “Guarantors”) in
favour of The Bank of New York Mellon, as Trustee (in such capacity and
together with any successors and permitted assigns in such capacity, the “Trustee”) and the other Creditors (as defined therein).


 


This Joinder Agreement supplements the Guarantee and
is delivered by the undersigned, Johnstone Tank Trucking Ltd. (the “New Guarantor”), pursuant to Section 4.2 of the
Guarantee.  The New Guarantor hereby
agrees to be bound as a Guarantor party to the Guarantee by all of the terms,
covenants and conditions set forth in the Guarantee to the same extent that it
would have been bound if it had been a signatory Guarantor to the Guarantee on
the date of the Guarantee.  Without
limiting the generality of the foregoing, the New Guarantor guarantees to each
of the Creditors the due and punctual payment, and the due performance, whether
at stated maturity, by acceleration or otherwise, of the Note Obligations.  The New Guarantor also expressly assumes all
obligations and liabilities of a Guarantor thereunder.  The New Guarantor hereby makes each of the
representations and warranties and agrees to each of the covenants applicable
to the Guarantors contained in the Guarantee.


 

















 


Annexed hereto are supplements to each of the
schedules to the Guarantee with respect to the New Guarantor.  Such supplements shall be deemed to be part of
the Guarantee.


 


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 Guarantor has caused this
Joinder Agreement to be executed and delivered by its duly authorized officer
as of the date first above written.


 


	
   

  	
  JOHNSTONE TANK TRUCKING LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Name: Richard G. Taylor 

  
	
   

  	
   

  	
  Title: Executive Vice President, Finance and Chief
  Financial Officer