Exhibit
4.9


 


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.

as Guarantors


 


 


and


 


THE BANK OF NEW YORK MELLON

as Trustee


 


 


and


 


 


BNY TRUST COMPANY OF CANADA

as Collateral Agent


 


 


and


 


 


THE NOTEHOLDERS

as other Secured Creditors


 


 






 


 


GUARANTEE – SUBSIDIARY GUARANTORS


 


May 27, 2009


 






 


 


STIKEMAN ELLIOTT LLP


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  ARTICLE 1

  INTERPRETATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  Defined Terms

  	
   

  	
  1

  
	
  Section 1.2

  	
   

  	
  Interpretation

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 2

  GUARANTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Guarantee

  	
   

  	
  6

  
	
  Section 2.2

  	
   

  	
  Primary Note Obligation

  	
   

  	
  6

  
	
  Section 2.3

  	
   

  	
  Absolute Liability

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 3

  ENFORCEMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Remedies

  	
   

  	
  8

  
	
  Section 3.2

  	
   

  	
  Amount of Note Obligations

  	
   

  	
  8

  
	
  Section 3.3

  	
   

  	
  Payment on Demand

  	
   

  	
  8

  
	
  Section 3.4

  	
   

  	
  Suspension of Guarantor Rights

  	
   

  	
  8

  
	
  Section 3.5

  	
   

  	
  No Prejudice to Secured Creditors or Trustee

  	
   

  	
  9

  
	
  Section 3.6

  	
   

  	
  Rights of Subrogation

  	
   

  	
  9

  
	
  Section 3.7

  	
   

  	
  No Set-off

  	
   

  	
  10

  
	
  Section 3.8

  	
   

  	
  Successors of the Issuers

  	
   

  	
  10

  
	
  Section 3.9

  	
   

  	
  Continuing Guarantee and Continuing Note Obligations

  	
   

  	
  10

  
	
  Section 3.10

  	
   

  	
  Supplemental Security

  	
   

  	
  10

  
	
  Section 3.11

  	
   

  	
  Security for Guarantee

  	
   

  	
  10

  
	
  Section 3.12

  	
   

  	
  Interest Act (Canada)

  	
   

  	
  10

  
	
  Section 3.13

  	
   

  	
  Taxes

  	
   

  	
  11

  
	
  Section 3.14

  	
   

  	
  Judgment Currency

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE 4

  GENERAL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1

  	
   

  	
  Notices, etc.

  	
   

  	
  13

  
	
  Section 4.2

  	
   

  	
  Addition of Guarantors

  	
   

  	
  13

  
	
  Section 4.3

  	
   

  	
  No Merger, Survival of Representations and Warranties

  	
   

  	
  14

  
	
  Section 4.4

  	
   

  	
  Further Assurances

  	
   

  	
  14

  
	
  Section 4.5

  	
   

  	
  Successors and Assigns

  	
   

  	
  14

  
	
  Section 4.6

  	
   

  	
  Amendment

  	
   

  	
  14

  
	
  Section 4.7

  	
   

  	
  Waivers, etc.

  	
   

  	
  15

  
	
  Section 4.8

  	
   

  	
  Severability

  	
   

  	
  15

  
	
  Section 4.9

  	
   

  	
  Enforcement

  	
   

  	
  15

  
	
  Section 4.10

  	
   

  	
  Application of Proceeds

  	
   

  	
  15

  



 


i

















 


	
  Section 4.11

  	
   

  	
  Governing Law

  	
   

  	
  15

  
	
  Section 4.12

  	
   

  	
  General Limitation on
  Guarantee Obligations

  	
   

  	
  16

  
	
  Section 4.13

  	
   

  	
  Release of Guarantors

  	
   

  	
  16

  
	
  Section 4.14

  	
   

  	
  Right of Contribution

  	
   

  	
  16

  
	
  Section 4.15

  	
   

  	
  Business Corporations Act

  	
   

  	
  17

  



 


SCHEDULES


 


SCHEDULE “A”                                                        GUARANTOR
SECURITY DOCUMENTS


SCHEDULE “B”                                                          FORM OF
JOINDER AGREEMENT


 


ii

















 


GUARANTEE — SUBSIDIARY GUARANTORS


 


Guarantee 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., Battle River
Terminal GP Inc., Battle River Terminal LP and Bridge Creek Trucking Ltd., to
and in favour of The Bank of New York Mellon, as Trustee, BNY Trust Company of
Canada, as Collateral Agent and the other 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)                                  Each Guarantor will receive substantial benefits from the issuance of
the Notes under the Indenture and the other Indenture Documents and each
Guarantor is, therefore, willing to enter into this Guarantee; and


 


(d)                                 It is a condition precedent to the issuance of the Notes that each
Guarantor unconditionally guarantee the obligations of the Issuers under the
Indenture, the Notes and the other Indenture Documents, on the terms and
conditions contained in this Guarantee;


 


In consideration of the foregoing and other
good and valuable consideration, the receipt and adequacy of which are
acknowledged, each of the Guarantors agrees as follows.


 


ARTICLE 1

INTERPRETATION


 


Section 1.1                                               Defined Terms.


 


As used in this Guarantee the following terms
have the following meanings:


 


“Battle River”
means Battle River Terminal GP Inc., a corporation incorporated and existing
under the laws of Alberta, and its successors and permitted assigns.


 


“Battle River LP”
means Battle River Terminal LP, a limited partnership established and existing
under the laws of Alberta, and its successors and permitted assigns.


 


“Bridge Creek”
means Bridge Creek Trucking Ltd., a corporation incorporated and existing under
the laws of Saskatchewan, and its successors and permitted assigns.


 

















 


“CanWest Partnership”
means CanWest Propane Partnership,
a partnership established and existing under the laws of Alberta, and its successors and
permitted assigns.


 


“CanWest ULC”  means CanWest Propane ULC,
an unlimited liability corporation organized and existing under the laws of Alberta, and its successors and permitted assigns.


 


“Chief
Hauling” means
Chief Hauling Contractors ULC, an
unlimited liability corporation organized and existing under the laws of
Alberta, and its successors and permitted
assigns.


 


“Collateral Agent” means BNY Trust Company of Canada, acting
as collateral agent on behalf of, inter alia, the
Noteholders and the other Secured Creditors and any successor collateral agent
appointed in accordance with the terms of the Indenture Documents, and its
successors and permitted assigns.


 


“Credit Parties”
means, collectively, the Issuers and each Guarantor (as defined in the
Indenture) and “Credit Party” means any one of
them.


 


“Debentures”
means, collectively, (i) the demand debenture of even date herewith made
by Gibson Energy to and in favour of the Collateral Agent for the benefit of
the Secured Creditors (as defined therein); (ii) the demand debenture of
even date herewith made by the Guarantors, Link Petroleum, Inc., Gibson
Energy (U.S.) Inc., GEP Midstream and Parent to and in favour of the Collateral
Agent for the benefit of the Secured Creditors (as defined therein); 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.


 


“GEP Midstream”
means GEP Midstream Finance Corp., a corporation incorporated and existing
under the laws of Alberta, and its successors and permitted assigns.


 


“GEP ULC” means GEP ULC, an
unlimited liability corporation organized and existing under the laws of Alberta, and its successors and
permitted assigns.


 


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


 


“Gibson
GCC” means
Gibson GCC Inc., a corporation
incorporated and existing under the laws of Alberta, and its successors and
permitted assigns.


 


“Gibson Partnership” means Gibson Energy Partnership, a partnership established and existing under the laws of Alberta, and its successors and
permitted assigns.


 


“Governmental
Entity” means (i) any
international, multinational, national, federal, provincial, state, municipal,
local or other governmental or public department, central bank, court,
commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any
subdivision or authority of any of the above, (iii) any stock exchange and
(iv) any quasi-governmental or private body exercising any regulatory,
expropriation or taxing authority under or for the account of any of the above.


 


“Guarantee” means this guarantee.


 


2

















 


“Guarantor Security Documents” at any time means, in respect of each Guarantor, the
agreements described in Schedule “A” and any other security held by the Collateral Agent
and the Secured Creditors, or any one of them, from time to time for such
Guarantor’s obligations under this Guarantee and the other Indenture Documents
to which it is a party.


 


“Guarantors” means, collectively, Moose Jaw Partnership, Moose Jaw ULC, CanWest
Partnership, CanWest ULC, MP Partnership, MP ULC, Gibson Partnership, GEP ULC,
Link Petroleum, Chief Hauling, Gibson GCC, Battle River, Battle River LP,
Bridge Creek and each other Person which at any time and from time to time
becomes a party hereto as a guarantor and “Guarantor” means any one of them.


 


“Indenture” means the indenture dated as of May 27, 2009
among the Issuers, the Trustee, the Collateral Agent, the Parent, the
Guarantors and the U.S. Guarantors (as defined therein) party thereto, as the same may be amended, modified, extended, renewed, replaced,
restated, supplemented or refinanced from time to time and includes any
agreement extending the maturity of, refinancing or restructuring all or any
portion of, the indebtedness under such agreement or any successor agreements,
whether or not with the same Trustee or Noteholders.


 


“Indenture Documents” means, collectively, the Indenture, the
Notes, the Intercreditor Agreement, this Guarantee, the Debentures, the
Guarantor Security Documents, the Registration Rights Agreement, the Security
Agreements 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.


 


“Issuers” means,
collectively, Gibson Energy and GEP Midstream.


 


“Joinder Agreement” has the meaning
ascribed to it in Section 4.2.


 


“Link
Petroleum” means
Link Petroleum Services Ltd., a
corporation incorporated and existing under the laws of British Columbia, and its
successors and permitted assigns.


 


“Moose Jaw Partnership”
means Moose Jaw Refinery Partnership, a partnership established and existing
under the laws of Alberta, and its successors and permitted assigns.


 


“Moose Jaw ULC” means Moose Jaw Refinery ULC, an
unlimited liability corporation organized and existing under the laws of Alberta, and its successors and
permitted assigns.


 


“MP Partnership”
means MP Energy Partnership, a partnership established and existing under the
laws of Alberta, and its successors and permitted assigns.


 


“MP ULC”  means MP Energy ULC, an unlimited liability corporation
organized and existing under the laws of Alberta, and its successors and
permitted assigns.


 


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


 


3

















 


“Note
Obligations” means, collectively, (a) the Obligations of each
Issuer and each other Credit Party from time to time arising under or in
respect of the Indenture, the Notes and the other Indenture Documents and
whether incurred by such Issuer or such other Credit Party 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, general partner or managing partner of any Partnership
Obligor in which it is a partner, general partner or managing 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 each Issuer
and each other Credit Party under the Indenture, the Notes and the other
Indenture Documents and whether incurred by such Issuer or such other Credit
Party 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 partner, general partner or managing
partner of any Partnership Obligor in which it is a partner, general partner or
managing partner, as applicable; and (c) the due and punctual performance
of all covenants, agreements, obligations and liabilities of Issuers and each
other Credit Party under or pursuant to the Indenture, the Notes 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.


 


“Obligation”
means any principal, interest (including any interest accruing subsequent to
the filing of a petition in bankruptcy, reorganization or similar proceeding at
the rate provided for in the documentation with respect thereto, whether or not
such interest is an allowed claim under applicable state, federal or foreign
law), penalties, fees, indemnifications, reimbursements (including reimbursement
obligations with respect to letters of credit and banker’s acceptances),
damages and other liabilities, and guarantees of payment of such principal,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities, payable under the documentation governing any Indebtedness.


 


“Original Currency”
has the meaning ascribed to it in Section 3.14.


 


“Other Currency”
has the meaning ascribed to it in Section 3.14.


 


“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  Obligor” means, collectively, each of Moose Jaw Partnership,
CanWest Partnership, MP Partnership, Gibson Partnership, 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.


 


4

















 


“Registration Rights
Agreement” means the registration rights agreement dated as of May 27,
2009 by and among Gibson Energy, GEP Midstream, each of the Guarantors (as
defined therein) and the Initial Purchasers.


 


“Secured Creditors” means the Trustee, the Collateral Agent
and the Noteholders at any time and from time to time, and for greater clarity,
do not include the Additional Secured Creditors (as defined in the Security
Agreements and the Debentures).


 


“Security Agreements”
means, collectively, (i) the security agreement of even date herewith made
by Gibson Energy, GEP Midstream and Parent to and in favour of Collateral Agent
for the benefit of the Secured Creditors (as defined therein) and (ii) the
security agreement of even date herewith made by the Guarantors, Link Petroleum, Inc.
and Gibson Energy (U.S.) Inc. to and in favour of Collateral Agent for the benefit
of the Secured Creditors (as defined therein).


 


“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 Guarantee but not defined have the
meanings given to them in the Indenture.


 


(2)                                  In this Guarantee the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”.  The phrase “the
aggregate of”, “the total of”,
“the sum of”, or a phrase of similar
meaning means “the aggregate (or total or sum), without
duplication, of”.  The
expression “Article”, “Section”
or other subdivision followed by a number mean and refer to the specified
Article, Section or other subdivision of this Guarantee.


 


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


 


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


 


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


 


(6)                                  Any reference to this Guarantee, any Guarantor Security Document or any
other Indenture Document refers to this Guarantee or such Guarantor Security
Document or such other Indenture Document 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 to it. 
Any reference in this Guarantee 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.


 


5

















 


(7)                                  All references in this Guarantee to dollars, unless otherwise
specifically indicated, are expressed in currency of the United States of
America.


 


ARTICLE 2

GUARANTEE


 


Section 2.1                                               Guarantee.


 


Each of the Guarantors irrevocably and
unconditionally, jointly and severally, guarantees to each of the Secured
Creditors the due and punctual payment, and the due performance, whether at
stated maturity, by acceleration or otherwise, of the Note Obligations.  Each of the Guarantors agrees that the Note
Obligations will be paid to the Trustee and the other Secured Creditors
strictly in accordance with their terms and conditions.  The Trustee may enforce this Guarantee
against any Guarantor for the benefit of the Trustee and the other Secured
Creditors up to the full amount of the Note Obligations without proceeding
against any other Guarantor, any Issuer or any Collateral Document.


 


Section 2.2                                               Primary Note Obligation


 


If any or all of the Note Obligations are not
duly performed by any Issuer and are not performed by any Guarantor under Section 2.1
for any reason whatsoever, such Note Obligations will, as a separate and
distinct obligation, be performed by such Guarantor as primary obligor.


 


Section 2.3                                               Absolute Liability.


 


Each of the Guarantors agrees that the
liability of the Guarantors under Section 2.1 and Section 2.2, is
absolute and unconditional irrespective of:


 


(a)                                  the lack of validity or enforceability of any terms of any of the Indenture
Documents;


 


(b)                                 any contest by any Issuer or any other Person as to the amount of the
Note Obligations, the validity or enforceability of any terms of the Indenture
Documents or the perfection or priority of any security granted to the Trustee
or the other Secured Creditors;


 


(c)                                  any defence, counter claim or right of set-off available to any Issuer
(other than payment in full of the Note Obligations);


 


(d)                                 any release, compounding or other variance of the liability of any
Issuer or any other Person liable in any manner under or in respect of the Note
Obligations or the extinguishment of all or any part of the Note Obligations by
operation of law (other than payment in full of the Note Obligations);


 


(e)                                  any change in the time or times for, or place or manner or terms of
payment or performance of the Note Obligations or any consent, waiver, renewal,
alteration, extension, compromise, arrangement, concession, release, discharge
or other indulgences which any Secured Creditors or the Trustee 


 


6

















 


on behalf of the
Secured Creditors may grant to any Issuer or any other Person;


 


(f)                                    any amendment or supplement to, or alteration or renewal of, or
restatement, replacement, refinancing or modification or variation of
(including any additional Note issuances thereunder or the inclusion of an
additional Issuer thereunder), or other action or inaction under, the
Indenture, the other Indenture Documents or any other related document or
instrument, or the Note Obligations;


 


(g)                                 any discontinuance, termination, reduction, renewal, increase,
abstention from renewing or other variation of any credit or credit facilities
to, or the terms or conditions of any transaction with, any Issuer or any other
Person;


 


(h)                                 any change in the ownership, control, name, objects, businesses, assets,
capital structure or constitution of any Issuer, any Guarantor or any other
Credit Party or any reorganization (whether by way of reconstruction,
consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of any
Issuer, any Guarantor or any other Credit Party or their respective businesses;


 


(i)                                     any dealings with the security which any Secured Creditor or the Trustee
on behalf of the Secured Creditors holds or may hold pursuant to the terms and
conditions of the Indenture Documents, including the taking, giving up or
exchange of securities, their variation or realization, the accepting of
compositions and the granting of releases and discharges;


 


(j)                                     any limitation of status or power, disability, incapacity or other
circumstance relating to any Issuer, any Guarantor, any other Credit Party or
any other Person, including any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation, winding-up or other like
proceeding involving or affecting any Issuer, any Guarantor, any other Credit
Party or any other Person or any action taken with respect to this Guarantee by
any trustee or receiver, or by any court, in any such proceeding, whether or
not any such Guarantor shall have notice or knowledge of any of the foregoing;


 


(k)                                  the assignment by any Secured Creditor of all or any part of the
benefits of this Guarantee;


 


(l)                                     any impossibility, impracticability, frustration of purpose, force
majeure or illegality of any Indenture Document, or the occurrence of any
change in the laws, rules, regulations or ordinances of any jurisdiction or by
any present or future action of (i) any Governmental Entity that amends,
varies, reduces or otherwise affects, or purports to amend, vary, reduce or
otherwise affect, any of the Note Obligations or the obligations of any such
Guarantor under this Guarantee, or (ii) any court order that amends,
varies, reduces or otherwise affects any of the Note Obligations;


 


7














 


(m)                               any taking or failure to take security, any loss of, or loss of value
of, any security, or any invalidity, non-perfection or unenforceability of any
security held by any Secured Creditors or the Trustee on behalf of the Secured
Creditors, or any exercise or enforcement of, or failure to exercise or
enforce, security, or irregularity or defect in the manner or procedure by
which the Trustee or any other Secured Creditor realizes on such security;


 


(n)                                 any application of any sums received to the Note Obligations (other than
payment in full of the Note Obligations), or any part thereof, and any change
in such application; and


 


(o)                                 any other circumstances which might otherwise constitute a defence
available to, or a discharge of, any Guarantor, any Issuer or any other Person
in respect of the Note Obligations or this Guarantee.


 


ARTICLE 3

ENFORCEMENT


 


Section 3.1                                               Remedies.


 


None of the Secured Creditors nor the Trustee
on behalf of the Secured Creditors is bound to exhaust its recourse against any
Issuer or any other Person or realize on any security it may hold in respect of
the Note Obligations before being entitled to (i) enforce payment and
performance under this Guarantee or (ii) pursue any other remedy against
each of the Guarantors, and each of the Guarantors renounces all benefits of
discussion and division.


 


Section 3.2                                               Amount of Note Obligations.


 


Any account settled or stated by or between the
Trustee and the Issuers, or if any such account has not been settled or stated
immediately before demand for payment under this Guarantee, any account stated
by the Trustee shall, in the absence of manifest mathematical error, be
accepted by the Guarantors as presumptively correct evidence of the amount of
the Note Obligations which is due by the Issuers to the Secured Creditors or
remains unpaid by the Issuers to the Secured Creditors.


 


Section 3.3                                               Payment on Demand.


 


Each of the Guarantors will pay and perform the
Note Obligations and pay all other amounts payable by it to the Secured
Creditors or the Trustee on behalf of the Secured Creditors under this
Guarantee, and the obligation to do so arises, immediately after demand for
such payment or performance is made in writing to it.  The liability of each of the Guarantors bears
interest from the date of such demand at the rate or rates of interest then
applicable to the Note Obligations under and calculated in the manner provided
in the Indenture Documents (including any adjustment to give effect to the
provisions of the Interest Act (Canada)).


 


Section 3.4                                               Suspension of Guarantor Rights.


 


So long as there are any Note Obligations, no
Guarantor will exercise any rights which it may at any time have by reason of
the performance of any of its obligations under 


 


8

















 


this Guarantee (i) to
be indemnified by any Issuer, (ii) to claim contribution from any other
guarantor of the debts, liabilities or obligations of any Issuer, or (iii) subject
to Section 3.6, to take the benefit (in whole or in part and whether by
way of subrogation or otherwise) of any rights of the Secured Creditors or the
Trustee under any of the Indenture Documents.


 


Section 3.5                                               No Prejudice to Secured Creditors or Trustee.


 


None of the Secured Creditors nor the Trustee
on behalf of the Secured Creditors are prejudiced in any way in the right to
enforce any provision of this Guarantee by any act or failure to act on the
part of the Issuers, the Secured Creditors or the Trustee on behalf of the
Secured Creditors.  The Trustee and the
other Secured Creditors may, at any time and from time to time, in such manner
as any of them may determine is expedient, without any consent of, or notice
to, any of the Guarantors and without impairing or releasing the obligations of
any of the Guarantors (i) change the manner, place, time or terms of
payment or performance of the Note Obligations, (ii) renew or alter the
Note Obligations, (iii) amend, vary, modify, supplement or replace any
Indenture Document or any other related document or instrument, (iv) discontinue,
reduce, renew, increase, abstain from renewing or otherwise vary any credit or
credit facilities to, any transaction with, any Issuer or any other Person, (v) release,
compound or vary the liability of any Issuer or any other Person liable in any
manner under or in respect of the Note Obligations, (vi) take or abstain
from taking securities or collateral from any other Person, or from perfecting
securities or collateral of any other Person, (vii) exercise or enforce or
refrain from exercising or enforcing any right or security against any Issuer,
any Guarantor or any other Person, (viii) accept compromises or
arrangement from any Person, (ix) apply any sums from time to time
received to the Note Obligations, or any part thereof, and change any such
application in whole or in part from time to time, (x) otherwise deal
with, or waive or modify their right to deal with, any Person and security, in
each case, in accordance with the Indenture Documents, if applicable.  In their dealings with the Issuers, the
Trustee and the other Secured Creditors need not enquire into the authority or
power of any Person purporting to act for or on behalf of the Issuers.


 


Section 3.6                                               Rights of Subrogation.


 


Any rights of subrogation acquired by any
Guarantor by reason of payment under this Guarantee shall not be exercised
until the Note Obligations (other than contingent indemnity obligations)  have been paid or repaid in full and such rights of
subrogation shall be no greater than the rights held by the Trustee and the
other Secured Creditors.  In the event (i) of
the liquidation, winding up or bankruptcy of any Credit Party (whether
voluntary or compulsory), (ii) that any Credit Party makes a bulk sale of
any of its assets within the provisions of any bulk sales legislation, or (iii) that
any Credit Party makes any composition with creditors or enters into any scheme
of arrangement, the Trustee and the other Secured Creditors have the right to
rank in priority to each of the Guarantors for their full claims in respect of
the Note Obligations and receive all dividends and other payments until their
claims have been paid in full.  Each of
the Guarantors will continue to be liable, less any payments made by it, for
any balance which may be owing to the Secured Creditors by the Issuers.  No valuation or retention of their security
by the Secured Creditors or the Trustee on behalf of the Secured Creditors
shall, as between any Credit Party, the Trustee and the other Secured Creditors
and the Guarantors, be considered as a purchase of such security or as payment
or satisfaction or reduction of all or any part of the Note Obligations.  If any amount is paid to any Guarantor in
violation of this Section at any time when all the 


 


9

















 


Note Obligations
(other than contingent indemnity obligations) have not been paid in full, the
amount will be held in trust for the benefit of the Trustee on behalf of the
Secured Creditors and immediately paid to the Trustee to be credited and
applied to the Note Obligations, whether matured or unmatured.  No Guarantor has any recourse against any
Secured Creditor for any invalidity, non-perfection or unenforceability of any
security held by the Secured Creditors or the Trustee on behalf of the Secured
Creditors or any irregularity or defect in the manner or procedure by which the
Secured Creditors or the Trustee realize on such security.


 


Section 3.7                                               No Set-off.


 


To the fullest extent permitted by law, each of
the Guarantors makes all payments under this Guarantee without regard to any
defence, counter-claim or right of set-off available to it.


 


Section 3.8                                               Successors of the Issuers.


 


This Guarantee will not be revoked by any
change in the constitution of any Credit Party.


 


Section 3.9                                               Continuing Guarantee and Continuing Note Obligations.


 


The obligation of each of the Guarantors under Section 2.1
is a continuing guarantee, and the obligation of each of the Guarantors under Section 2.2
is a continuing obligation.  Each of Section 2.1
and Section 2.2 extends to all present and future Note Obligations,
applies to and secures the ultimate balance of the Note Obligations due or
remaining due to the Trustee and the other Secured Creditors (other than
contingent indemnity obligations)  and is binding
as a continuing obligation of each Guarantor until the Trustee on behalf of the
Secured Creditors releases such Guarantor, or until payment in full of the Note
Obligations (other than contingent indemnity obligations).  This Guarantee will continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the
Note Obligations is rescinded or must otherwise be returned by any Secured
Creditors upon the insolvency, bankruptcy or reorganization of any Issuer or
otherwise, all as though the payment had not been made.


 


Section 3.10                                        Supplemental Security.


 


This Guarantee is in addition and without
prejudice to and supplemental to all other guarantees, indemnities, obligations
and security now held or which may hereafter be held by any Secured Creditor or
the Trustee on behalf of the Secured Creditors.


 


Section 3.11                                        Security for Guarantee.


 


Each of the Guarantors acknowledges that this
Guarantee is intended to secure payment and performance of the Note Obligations
and that the payment and performance of the Note Obligations and the other
obligations of the Guarantors under this Guarantee are secured pursuant to the
terms and provisions of the Guarantor Security Documents.


 


Section 3.12                                        Interest Act (Canada).


 


Each of the Guarantors acknowledges that
certain of the rates of interest applicable to the Note Obligations may be
computed on the basis of a year of 360 days or 365 days, as 


 


10

















 


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 3.13                                        Taxes.


 


(1)                                  All payments made by the Guarantors under this Guarantee or under any of
the Guarantor Security Documents will be made free and clear of and without
withholding or deduction for or on account of any present or future Taxes imposed
or levied by or on behalf of any Taxing Authority in the Relevant Taxing
Jurisdiction, unless a Guarantor is required to withhold or deduct Taxes by law
or by the interpretation or administration thereof.  If a Guarantor is required to withhold or
deduct any amount for or on account of Taxes imposed by a Relevant Taxing
Jurisdiction, from any payment made under or with respect to this Guarantee or
under any of the Guarantor Security Documents, such Guarantor will pay as
additional interest the Additional Amounts as may be necessary so that the net
amount received by each Noteholder (including Additional Amounts) after such
withholding or deduction will equal the amount the Noteholder would have received
if such Taxes had not been withheld or deducted; provided, however, that no
Additional Amounts will be payable with respect to any Tax that would not have
been imposed, payable or due:


 


(a)                                  but for the Noteholder or beneficial owner of Notes not dealing at arm’s
length with the Guarantors (for purposes of the Income Tax
Act (Canada)) at the time of the making of such payment;


 


(b)                                 but for the existence of any present or former connection between the
Noteholder (or the beneficial owner of, or person ultimately entitled to obtain
an interest in, such Notes, including a fiduciary, settler, beneficiary,
member, partner, shareholder or other equity interest owner of, or possessor of
power over, such Noteholder or beneficial owner, if such Noteholder or
beneficial owner is an estate, trust, partnership, limited liability company,
corporation or other entity) and the Relevant Taxing Jurisdiction (including being
a citizen or resident or national of, or carrying on a business or maintaining
a permanent establishment in, or being physically present in, the Relevant Taxing
Jurisdiction) other than the mere holding of the Notes or enforcement of rights
thereunder or the receipt of payments in respect thereof; or


 


(c)                                  but for the failure by the Noteholder to satisfy any certification,
identification, information, documentation or other reporting requirements
concerning the nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction or arm’s-length relationship with the Guarantors of the
Holder or beneficial owner or otherwise establishing the right to the benefit
of an exemption from, or reduction in the rate of,


 


11

















 


withholding or
deduction, if (a) such compliance is required by law, regulation,
administrative practice or an applicable treaty of the Relevant Taxing
Jurisdiction as a precondition to exemption from, or a reduction in the rate of
deduction of withholding of, such Taxes and (b) the Guarantors have
provided the Trustee with thirty (30) days’ prior written notice of such requirement.


 


(2)                                  Additional Amounts will not be payable if the beneficial owner of, or
person ultimately entitled to obtain an interest in, such Notes is not the sole
beneficial owner of such payments, or is a fiduciary or partnership (including
any entity or arrangement treated as a partnership by the Relevant Taxing
Jurisdiction), to the extent that any beneficial owner, beneficiary or settler
with respect to such fiduciary or any partner or member of such partnership
would not have been entitled to such Additional Amounts with respect to such
payments had such beneficial owner, beneficiary, settler, partner or member
received directly its beneficial or distributive shares of such payments.  In addition, Additional Amounts will not be
payable with respect to (i) any Tax which is payable otherwise than by
withholding from payments of, or in respect of principal of, or any interest
on, the Notes, this Guarantee or any of the Guarantor Security Documents (ii) any
withholding or deduction that relates to any estate, inheritance, gift or
similar tax, duty, assessment or governmental charge, (iii) any withholding
or deduction imposed on a payment to an individual and required to be made
pursuant to European Union Directive on the taxation of savings income which
was adopted by the ECOFIN Council (the Council of EU Finance and Economic
Ministers), or any law implementing or complying with, or introduced to conform
to, such directive, or pursuant to related measures entered into on a
reciprocal basis between member states of the European Union and certain
non-European Union countries and dependent or associated territories, and (iv) any
Tax imposed or levied by, or on behalf of, the United States of America or any
State or other political subdivision thereof.


 


(3)                                  Whenever in this Guarantee or any of the Guarantor Security Documents
there is mentioned, in any context, the payment of Note Obligations or other
amounts based upon the principal amount of the Notes or of principal, interest
or of any other amount payable under or with respect to any of the Notes, such
mention shall be deemed to include mention of the payment of Additional Amounts
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof.


 


(4)                                  Upon request, the Guarantors will provide the Trustee with documentation
satisfactory to the Trustee evidencing the payment of Additional Amounts.


 


(5)                                  The Guarantors will pay any present or future stamp, court or
documentary taxes, or any other excise or property taxes, charges or similar
levies which arise in a Relevant Taxing Jurisdiction from the execution,
delivery or registration of the Notes, this Guarantee or under any of the
Guarantor Security Documents and any such taxes, charges or similar levies
imposed by any jurisdiction resulting from, or required to be paid in
connection with the enforcement of the Notes, this Guarantee or under 


 


12

















 


any of the Guarantor
Security Documents or any other such document or instrument following the occurrence
of any Event of Default with respect to the Notes.


 


(6)                                  The provisions of this Section 3.13 survive the termination of this
Guarantee.


 


Section 3.14                                        Judgment Currency.


 


(1)                                  If for the purposes of obtaining judgment in any court it is necessary
to convert all or any part of the Note Obligations or any other amount due to a
Secured Creditor in respect of any Guarantor’s obligations under this Guarantee
in any currency (the “Original Currency”)
into another currency (the “Other Currency”),
each of the Guarantors, to the fullest extent that it may effectively do so,
agrees that the rate of exchange used shall be that at which, in accordance
with normal banking procedures, the Secured Creditor could purchase the
Original Currency with the Other Currency on the Business Day preceding that on
which final judgment is paid or satisfied.


 


(2)                                  The obligations of any Guarantor in respect of any sum due in the
Original Currency from it to any Secured Creditor shall, notwithstanding any
judgment in any Other Currency, be discharged only to the extent that on the
Business Day following receipt by such Secured Creditor of any sum adjudged to
be so due in such Other Currency such Secured Creditor may, in accordance with
its normal banking procedures, purchase the Original Currency with such Other
Currency.  If the amount of the Original
Currency so purchased is less than the sum originally due to the Secured
Creditor in the Original Currency, each of the Guarantors agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify the Secured
Creditor against such loss, and if the amount of the Original Currency so
purchased exceeds the sum originally due to the Secured Creditor in the
Original Currency, the Secured Creditor agrees to remit such excess to the
Guarantor.


 


ARTICLE 4

GENERAL


 


Section 4.1                                               Notices, etc.


 


Any notices, directions or other communications
provided for in this Guarantee must be in writing and given in accordance with
the Indenture.


 


Section 4.2                                               Addition of Guarantors.


 


Each of the Guarantors shall cause each
Subsidiary of such Guarantor which, from time to time, after the date hereof
shall be required, pursuant to the provisions of the Indenture or which the
Issuers elect pursuant to the terms of the Indenture to have guarantee the Note
Obligations in favour of the Trustee on behalf of the Secured Creditors
pursuant to the terms of this Guarantee, to execute and deliver to the Trustee
on behalf of the Secured Creditors a Joinder Agreement substantially in the
form of Schedule “B” within thirty (30) days of the date on which it was
acquired or created.  Effective from and
after the date of the execution and delivery by any Person to the Trustee and
the other Secured Creditors of a Joinder Agreement, such Person shall be, and
shall be deemed for all purposes to be, a Guarantor under this Guarantee with
the same force and effect, and 


 


13

















 


subject to the same
agreements, representations, guarantees, indemnities, liabilities and
obligations, as if such Person were, effective as of such date, an original
signatory to this Guarantee as a Guarantor. 
The execution and delivery of a Joinder Agreement by any Person shall
not require the consent of any other Guarantor and all of the obligations of each
Guarantor under this Guarantee shall remain in full force and effect
notwithstanding the addition of any additional Guarantor to this Guarantee.


 


Section 4.3                                               No Merger, Survival of Representations and Warranties.


 


The covenants of each of the Guarantors in this
Guarantee survive the execution and delivery of this Guarantee and the issuance
of Notes under the Indenture. 
Notwithstanding any investigation made by or on behalf of the Trustee or
the other Secured Creditors, the covenants in this Guarantee continue in full
force and effect.


 


Section 4.4                                               Further Assurances.


 


(1)                                  Each of the Guarantors will do all acts and things and execute and
deliver, or cause to be executed and delivered, all documents and instruments
that the Trustee may reasonably request to give full effect to this Guarantee
and to perfect and preserve the rights and powers of the Trustee and the other
Secured Creditors under this Guarantee, including any acknowledgements and
confirmations of this Guarantee and the Guarantor Security Documents.


 


(2)                                  Each of the Guarantors acknowledges and confirms that the Guarantor
itself has established its own adequate means of obtaining from each Issuer on
a continuing basis all information desired by such Guarantor concerning the
financial condition of such Issuer and that such Guarantor will look to such
Issuer and not to the Trustee or the other Secured Creditors, in order for such
Guarantor to keep adequately informed of changes in such Issuer’s financial
condition.


 


Section 4.5                                               Successors and Assigns.


 


This Guarantee is binding upon each of the
Guarantors, their respective successors and assigns, and enures to the benefit
of each of the Secured Creditors and each of their respective successors
permitted transferees and permitted assigns. 
No other Person (including any other creditor of any Guarantor) shall
have any interest herein or any right or benefit with respect hereto.  Without limiting the generality of the
foregoing, any Secured Creditor may assign or otherwise transfer any
indebtedness held by it secured by this Guarantee 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.  No Guarantor may assign, transfer or delegate
any of its rights or obligations under this Guarantee without the prior written
consent of the Trustee which may be unreasonably withheld, except pursuant to
transactions permitted under the Indenture.


 


Section 4.6                                               Amendment.


 


This Guarantee may only be amended, supplemented
or otherwise modified by written agreement executed by the Trustee and each of
the Guarantors affected by such amendment, supplement or modification.


 


14

















 


Section 4.7                                               Waivers, etc.


 


(1)                                  No consent or waiver by the Trustee or the other Secured Creditors in
respect of this Guarantee is binding unless made in writing and signed by an
authorized officer of the Trustee.  Any
consent or waiver given under this Guarantee is effective only in the specific
instance and for the specific purpose for which given.  No waiver of any of the provisions of this
Guarantee constitutes a waiver of any other provision.


 


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


 


Section 4.8                                               Severability.


 


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


 


Section 4.9                                               Enforcement.


 


The Trustee on behalf of the Secured Creditors
agrees that the enforcement of this Guarantee is subject to the terms of the
Indenture, including Section 6.06 thereof.


 


Section 4.10                                        Application of Proceeds.


 


All monies collected by the Trustee or any
other Secured Creditor under this Guarantee will be applied as provided in the
Indenture.  To the extent any other
Indenture Document requires proceeds of collateral under such Indenture
Document to be applied in accordance with the provisions of this Guarantee, the
Trustee or holder under such other Indenture Document shall apply such proceeds
in accordance with this Section.


 


Section 4.11                                        Governing Law.


 


(1)                                  This Guarantee 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.


 


(2)                                  Each Guarantor irrevocably attorns and submits to the exclusive
jurisdiction of any court of competent jurisdiction of the Province of Alberta
sitting in Calgary, Alberta in any action or proceeding arising out of or
relating to this Guarantee and the other Indenture Documents to which it is a
party.  Each Guarantor irrevocably waives
objection to the venue of any action or proceeding in such court or that such
court provides an inconvenient forum. 
Nothing in this Section limits the right of the Trustee to bring
proceedings against any Guarantor in the courts of any other jurisdiction.


 


(3)                                  Each Guarantor 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 


 


15

















 


Guarantor at the
address set forth in Section 4.1 hereof. 
Nothing in this Section affects
the right of the Trustee to serve process in any manner permitted by law.


 


Section 4.12                                        General
Limitation on Guarantee Obligations


 


In any action or proceeding involving any state
corporate limited partnership or limited liability company law, or any
applicable state, federal or foreign bankruptcy, insolvency, reorganization or
other law affecting the rights of creditors generally, if the obligations of
any Guarantor under Article 2 would otherwise be held or determined to be
void, voidable, invalid or unenforceable, or subordinated to the claims of any
other creditors, on account of the amount of its liability under Article 2,
then, notwithstanding any other provision to the contrary, the amount of such
liability shall, without any further action by such Guarantor, any Credit Party
or any other person, be automatically limited and reduced to the highest amount
(after giving effect to any right of contribution established hereunder) that
is valid and enforceable and not subordinated to the claims of other creditors
as determined in such action or proceeding.


 


Section 4.13                                        Release of Guarantors.


 


A Guarantor shall be released from its
obligations under its Guarantees and its obligations under the other Indenture
Documents:


 


(1)                                  in the event of a sale or other disposition of all or substantially all
of the assets of such Guarantor, by way of merger, consolidation or otherwise,
or a sale or other disposition of all of the Equity Interests of such Guarantor
then held by Gibson Energy and the Restricted Subsidiaries;


 


(2)                                  if such Guarantor is designated as an Unrestricted Subsidiary, otherwise
becomes an Excluded Subsidiary or otherwise ceases to be a Restricted
Subsidiary, in each case in accordance with the provisions of the Indenture,
upon effectiveness of such designation or when it first becomes an Excluded
Subsidiary or ceases to be a Restricted Subsidiary, respectively in each case
in accordance with the Indenture; or


 


(3)                                  upon payment in full of the principal of, and accrued and unpaid
interest and premium, if any, and Additional Interest, if any, on the Notes and
payment in full of all other Note Obligations with respect to such Notes that
are due and payable at or prior to the time such principal, accrued and unpaid
interest and premium are paid.


 


Section 4.14                                        Right of Contribution


 


Each Guarantor hereby agrees that to the extent
that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder or under the other Indenture Documents, such Guarantor
shall be entitled to seek and receive contribution from and against any other
Guarantor hereunder which has not paid its proportionate share of such
payment.  Each Guarantor’s right of
contribution shall be subject to the terms and conditions of Section 3.6.  The provisions of this Section 4.14
shall in no respect limit the obligations and liabilities of any Guarantor to
the Agent and each Guarantor shall remain liable to the Agent and the Lenders
for the full amount guaranteed by such Guarantor hereunder.


 


16

















 


Section 4.15                                        Business Corporations Act


 


To the extent required pursuant to Section 45
of the Business Corporations Act (Alberta),
each of the Guarantors hereby consents to the entering into of the transactions
contemplated in the Indenture and this Guarantee (including the giving of
guarantees and the granting of security) by each of the other Credit Parties.


 


[Remainder
of the page is left intentionally blank]


 


17














 


IN WITNESS WHEREOF each Guarantor
has executed this Guarantee.


 


	
   

  	
  MOOSE
  JAW REFINERY PARTNERSHIP

  
	
   

  	
  by its managing partner,

  
	
   

  	
  Gibson Energy ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G.
  Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MOOSE
  JAW REFINERY ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G.
  Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CANWEST
  PROPANE PARTNERSHIP

  
	
   

  	
  by its managing partner,

  
	
   

  	
  Gibson Energy ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G.
  Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CANWEST
  PROPANE ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G.
  Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MP
  ENERGY PARTNERSHIP

  
	
   

  	
  by its managing partner,

  
	
   

  	
  Gibson Energy ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G.
  Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


Guarantee –
Subsidiary Guarantors


 

















 


	
   

  	
  MP ENERGY ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GIBSON ENERGY
  PARTNERSHIP

  
	
   

  	
  by its managing partner,

  
	
   

  	
  Gibson Energy
  ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEP ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LINK PETROLEUM
  SERVICES LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHIEF HAULING
  CONTRACTORS ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GIBSON GCC INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


Guarantee –
Subsidiary Guarantors


 

















 


	
   

  	
  BATTLE RIVER
  TERMINAL GP INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BATTLE RIVER
  TERMINAL LP

  
	
   

  	
  by its general partner,

  
	
   

  	
  Battle River
  Terminal GP Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRIDGE CREEK
  TRUCKING LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


Guarantee –
Subsidiary Guarantors


 

















 


Accepted and Agreed:


 


	
  THE BANK OF NEW YORK MELLON, 

  as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lici Zhu

  	
   

  
	
   

  	
  Name:  Lici Zhu

  	
   

  
	
   

  	
  Title:  Assistant Vice President

  	
   

  



 

















 


SCHEDULE “A”


GUARANTOR SECURITY DOCUMENTS


 


1.                                       Security
Agreement of even date herewith made by each of the Guarantors, Link Petroleum, Inc.
and Gibson Energy (U.S.) Inc. to and in favour of Collateral Agent for the
benefit of the Secured Creditors (as defined therein).


 


2.                                       Demand
Debenture of even date herewith made by the Guarantors, Link Petroleum, Inc.
and Gibson Energy (U.S.) Inc., GEP Midstream and Parent to and in favour of the
Collateral Agent for the benefit of the Secured Creditors (as defined therein).


 

















 


SCHEDULE “B”


FORM OF JOINDER AGREEMENT


 


[Name of New Guarantor]


[Address of New Guarantor]


	
  [Date]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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 ·,
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., Battle River Terminal GP Inc., Battle River Terminal LP
and Bridge Creek Trucking Ltd. (each an “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 Secured Creditors (as defined
therein).


 


This Joinder Agreement supplements the Guarantee and
is delivered by the undersigned, [                    ]
(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 Secured 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.


 


 


	
   

  	
  [NEW GUARANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title

  



 


2

















 


Accepted and Agreed:


 


	
  The Bank of New
  York Mellon,

  as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


[Schedules to be attached]


 


3