Exhibit 4.27


 


SECURITY AGREEMENT


 


JOINDER AGREEMENT


 


Aarcam Propane & Construction Heat Ltd.


1700, 440 – 2nd Avenue S.W.

Calgary, AB  T2P 5E9


 


February 9, 2010


 


BNY Trust Company of Canada

Suite 1101, 4 King Street West

Toronto, ON  M5H 1B6


 


Ladies and Gentlemen:


 


Reference is made to the Security Agreement-Subsidiary
Guarantors (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Security Agreement”;
capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Security Agreement), dated as of May 27,
2009 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., 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 Security Agreement
and is delivered by the undersigned, Aarcam Propane & Construction
Heat Ltd. (the “New Obligor”), pursuant to Section 5.11
of the Security Agreement.  The New
Obligor hereby agrees to be bound as an Obligor party to the Security Agreement
by all of the terms, covenants and conditions set forth in the Security
Agreement to the same extent that it would have been bound if it had been a
signatory Obligor to the Security Agreement on the date of the Security
Agreement. Without limiting the generality of the foregoing, the New Obligor
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 New Obligor of the type and description set forth in 


 

















 


Section 2.1 of the Security Agreement whether now
owned or hereafter acquired. The New Obligor also expressly assumes all
obligations and liabilities of an Obligor thereunder. 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 Security Agreement.


 


Annexed hereto are supplements to each of the
schedules to the Perfection Certificate, as applicable, with respect to the New
Obligor. Such supplements shall be deemed to be part of the Security Agreement.


 


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.


 


	
   

  	
  AARCAM PROPANE & CONSTRUCTION HEAT LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Name: Richard G. Taylor 

  
	
   

  	
   

  	
  Title: Executive Vice President, Finance and Chief
  Financial Officer

  



 


 


Accepted and Agreed:


 


	
  BNY TRUST COMPANY OF CANADA, AS COLLATERAL AGENT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Farhan Mir

  	
   

  	
   

  
	
   

  	
  Name: Farhan Mir 

  	
   

  
	
   

  	
  Title: Authorized Signatory