Exhibit
4.2


	
   

  



 


FIRST LIEN SENIOR SECURED NOTES


REGISTRATION RIGHTS AGREEMENT


 


Dated as of May 27, 2009


 


By and Among


 


 


GIBSON ENERGY ULC,


 


GEP MIDSTREAM FINANCE CORP.,


 


the GUARANTORS named herein


 


and


 


UBS SECURITIES LLC,


 


 


RBS SECURITIES INC.,


 


 


And


 


RBC CAPITAL MARKETS CORPORATION


 


 


as Initial Purchasers


 


11.75% First Lien Senior Secured Notes due 2014




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
   

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.

  	
   

  	
  Exchange
  Offer

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.

  	
   

  	
  Shelf
  Registration

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.

  	
   

  	
  Additional
  Interest

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.

  	
   

  	
  Registration
  Procedures

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.

  	
   

  	
  Registration
  Expenses

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.

  	
   

  	
  Indemnification

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.

  	
   

  	
  Rule 144A

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.

  	
   

  	
  Underwritten
  Registrations

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.

  	
   

  	
  Miscellaneous

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  No
  Inconsistent Agreements

  	
  22

  
	
  (b)

  	
   

  	
  Adjustments
  Affecting Registrable Notes

  	
  22

  
	
  (c)

  	
   

  	
  Amendments
  and Waivers

  	
  22

  
	
  (d)

  	
   

  	
  Notices

  	
  23

  
	
  (e)

  	
   

  	
  Guarantors

  	
  24

  
	
  (f)

  	
   

  	
  Successors
  and Assigns

  	
  24

  
	
  (g)

  	
   

  	
  Counterparts

  	
  24

  
	
  (h)

  	
   

  	
  Headings

  	
  24

  
	
  (i)

  	
   

  	
  Governing
  Law

  	
  24

  
	
  (j)

  	
   

  	
  Severability

  	
  25

  
	
  (k)

  	
   

  	
  Securities
  Held by the Issuers or Their Affiliates

  	
  25

  
	
  (l)

  	
   

  	
  Third-Party
  Beneficiaries

  	
  25

  
	
  (m)

  	
   

  	
  Entire
  Agreement

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
  S-1

  



 


i

















 


REGISTRATION RIGHTS
AGREEMENT


 


This Registration Rights Agreement (this “Agreement”)
is dated as of May 27, 2009, by and among GIBSON ENERGY ULC, an Alberta
unlimited liability corporation (the “Company”), GEP MIDSTREAM FINANCE
CORP., an Alberta corporation (the “Co-Issuer”), and each of the
Guarantors (as defined herein) (the Company, the Co-Issuer and the Guarantors
are referred to collectively herein as the “Issuers”), on the one hand,
and UBS SECURITIES LLC (the “Representative”),
RBS SECURITIES INC. (“RBS”) and RBC CAPITAL MARKETS CORPORATION (“RBC”
and together with RBS and the Representative, the “Initial Purchasers”),
on the other hand.


 


This Agreement is entered into in connection with
the Purchase Agreement, dated as of May 21, 2009, by and among the Issuers
and the Initial Purchasers (the “Purchase Agreement”), relating to the
offering of $560,000,000 aggregate principal amount of 11.75% First Lien Senior
Secured Notes due 2014 of the Company (including the guarantees thereof by the
Guarantors, the “Notes”).  The
execution and delivery of this Agreement is a condition to the Initial
Purchasers’ obligation to purchase the Notes under the Purchase Agreement.


 


The parties hereby agree as
follows:


 


Section 1.               Definitions


 


As used in this Agreement,
the following terms shall have the following meanings:


 


“action” shall have the meaning set forth in Section 7(c) hereof.


 


“Additional Interest” shall have the meaning
set forth in Section 4(a) hereof.


 


“Additional Interest Payment Date” shall have
the meaning set forth in Section 4(b) hereof.


 


“Advice” shall have the meaning set forth in Section 5
hereof.


 


“Agreement” shall have the meaning set forth
in the first introductory paragraph hereto.


 


“Applicable Period” shall have the meaning
set forth in Section 2(b) hereof.


 


“Board of Directors” shall have the meaning
set forth in Section 5 hereof.


 


“Business Day” shall mean a day that is not a
Legal Holiday.


 


“Commission” shall mean the Securities and
Exchange Commission.


 


“Company” shall have the meaning set forth in
the first introductory paragraph hereto and shall also include the Company’s permitted
successors and assigns.


 

















 


“day” shall mean a calendar day.


 


“Delay Period” shall have the meaning set
forth in Section 5 hereof.


 


“Effectiveness Period” shall have the meaning
set forth in Section 3(b) hereof.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder.


 


“Exchange Notes” shall have the meaning set
forth in Section 2(a) hereof.


 


“Exchange Offer” shall have the meaning set
forth in Section 2(a) hereof.


 


“Exchange Offer Registration Statement” shall
have the meaning set forth in Section 2(a) hereof.


 


“FINRA” shall have the meaning set forth in Section 5(r) hereof.


 


“Guarantors” means Parent and each subsidiary
of the Company listed on the signature page to this Agreement and each
Person who executes and delivers a counterpart of this Agreement after the date
hereof pursuant to Section 10(e) hereof.


 


“Holder” shall mean any holder of a
Registrable Note or Registrable Notes.


 


“Indenture” shall mean the Indenture, dated
as of May 27, 2009, by and among the Issuers and The Bank of New York
Mellon, as trustee, pursuant to which the Notes are being issued, as amended or
supplemented from time to time in accordance with the terms thereof.


 


“Initial Purchasers” shall have the meaning
set forth in the first introductory paragraph hereof.


 


“Inspectors” shall have the meaning set forth
in Section 5(n) hereof.


 


“Issue Date” shall mean May 27, 2009,
the date of original issuance of the Notes.


 


“Issuers” shall have the meaning set forth in
the first introductory paragraph hereto.


 


“Legal Holiday” shall mean a Saturday, a
Sunday or a day on which banking institutions in New York, New York are
required by law, regulation or executive order to remain closed.


 


“Losses” shall have the meaning set forth in Section 7(a) hereof.


 


“Notes” shall have the meaning set forth in
the second introductory paragraph hereto.


 


“Parent” means Gibson Energy Holding ULC, an
Alberta unlimited liability corporation, and its successors and assigns.


 


2

















 


“Participant” shall have the meaning set
forth in Section 7(a) hereof.


 


“Participating Broker-Dealer” shall have the
meaning set forth in Section 2(b) hereof.


 


“Person” shall mean an individual,
corporation, partnership, joint venture association, joint stock company,
trust, unincorporated limited liability company, government or any agency or
political subdivision thereof or any other entity.


 


“Private Exchange” shall have the meaning set
forth in Section 2(b) hereof.


 


“Private Exchange Notes” shall have the
meaning set forth in Section 2(b) hereof.


 


“Prospectus” shall mean the prospectus
included in any Registration Statement (including, without limitation, any
prospectus subject to completion and a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities
Act), as amended or supplemented by any prospectus supplement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.


 


“Purchase Agreement” shall have the meaning
set forth in the second introductory paragraph hereof.


 


“Records” shall have the meaning set forth in
Section 5(n) hereof.


 


“Registrable Notes” shall mean each Note upon
its original issuance and at all times subsequent thereto, each Exchange Note
as to which Section 2(c)(iv) hereof is applicable upon original
issuance and at all times subsequent thereto and each Private Exchange Note
upon original issuance thereof and at all times subsequent thereto, in each case
until (i) a Registration Statement (other than, with respect to any
Exchange Note as to which Section 2(c)(iv) hereof is applicable, the
Exchange Offer Registration Statement) covering such Note, Exchange Note or
Private Exchange Note has been declared effective by the Commission and such
Note, Exchange Note or such Private Exchange Note, as the case may be, has been
disposed of in accordance with such effective Registration Statement, (ii) such
Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or
Exchange Notes that may be resold without restriction under state and federal
securities laws, (iii) such Note, Exchange Note or Private Exchange Note,
as the case may be, ceases to be outstanding for purposes of the Indenture or (iv) the
Exchange Offer has been consummated in accordance with the terms of this
Agreement, such Note, Exchange Note or Private Exchange Note has been sold in
compliance with 144A or is salable pursuant to Rule 144 and the Company is
subject to periodic filing requirements under the Exchange Act.


 


“Registration Default” shall have the meaning
set forth in Section 4(a) hereof.


 


“Registration Statement” shall mean any
appropriate registration statement of the Issuers covering any of the
Registrable Notes filed with the Commission under the Securities Act, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments,


 


3

















 


in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.


 


“Representative” shall have the meaning set
forth in the first introductory paragraph hereto.


 


“Requesting Participating Broker-Dealer”
shall have the meaning set forth in Section 2(b) hereof.


 


“Rule 144” shall mean Rule 144
promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the Commission providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities
being free of registration and prospectus delivery requirements of the
Securities Act .


 


“Rule 144A” shall mean Rule 144A
promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule (other than Rule 144) or regulation
hereafter adopted by the Commission.


 


“Rule 415” shall mean Rule 415
promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the
Commission.


 


“Securities Act” shall mean the Securities
Act of 1933, as amended, and the rules and regulations of the Commission
promulgated thereunder.


 


“Shelf Effectiveness Deadline” shall have the
meaning set forth in Section 3(b) hereof.


 


“Shelf Filing Event” shall have the meaning
set forth in Section 2(c) hereof.


 


“Shelf Registration” shall have the meaning
set forth in Section 3(a) hereof.


 


“TIA” shall mean the Trust Indenture Act of
1939, as amended.


 


“Trustee” shall mean the trustee under the
Indenture and the trustee (if any) under any indenture governing the Exchange
Notes and Private Exchange Notes.


 


“underwritten registration” or “underwritten
offering” shall mean a registration in which securities of the Issuers are
sold to an underwriter for reoffering to the public.


 


Section 2.               Exchange Offer


 


(a)           Unless the Exchange Offer
would violate applicable law or interpretation of the staff of the Commission,
the Issuers shall (i) file a Registration Statement (the “Exchange
Offer Registration Statement”) with the Commission within 270 days after
the Issue Date on an appropriate registration form with respect to a registered
offer (the “Exchange Offer”) to exchange any and all of 


 


4





















 


the Registrable Notes for a like aggregate
principal amount of notes (including the guarantees with respect thereto, the “Exchange
Notes”) that are identical in all material respects to the Notes (except
that the Exchange Notes shall not contain restrictive legends, terms with
respect to transfer restrictions or Additional Interest upon a Registration
Default), (ii) use their reasonable best efforts to cause the Exchange
Offer Registration Statement to be declared effective under the Securities Act
within 360 days after the Issue Date and (iii) use their reasonable best
efforts to consummate the Exchange Offer within 390 days after the Issue
Date.  Upon the Exchange Offer
Registration Statement being declared effective by the Commission, the Issuers
will offer the Exchange Notes in exchange for surrender of the Notes.  The Issuers shall keep the Exchange Offer
open for not less than 20 Business Days (or longer if required by applicable
law) after the date notice of the Exchange Offer is mailed to Holders.


 


Each Holder that participates in the Exchange Offer
will be required to represent to the Issuers in writing that (i) any
Exchange Notes to be received by it will be acquired in the ordinary course of
its business, (ii) it has no arrangement or understanding with any Person
to participate in the distribution (within the meaning of the Securities Act)
of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it
is not an affiliate of the Company or any Guarantor as defined by Rule 405
of the Securities Act, or if it is an affiliate, it will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged
in, and does not intend to engage in, a distribution of Exchange Notes, (v) if
such Holder is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Notes that were acquired as a result of market-making
or other trading activities, it will deliver a prospectus in connection with
any resale of such Exchange Notes and (vi) such Holder has the full power
and authority to transfer the Notes in exchange for the Exchange Notes and that
the Issuers will acquire good and unencumbered title thereto free and clear of
any liens, restrictions, charges or encumbrances and not subject to any adverse
claims.


 


(b)           The Issuers and the Initial
Purchasers acknowledge that the staff of the Commission has taken the position
that any broker-dealer that elects to exchange Notes that were acquired by such
broker-dealer for its own account as a result of market-making or other trading
activities for Exchange Notes in the Exchange Offer (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of
the Securities Act and must deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of such Exchange Notes (other
than a resale of an unsold allotment resulting from the original offering of
the Notes).


 


The Issuers and the Initial Purchasers also
acknowledge that the staff of the Commission has taken the position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means
by which Participating Broker-Dealers may resell the Exchange Notes, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Notes owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligations under the Securities
Act in connection with resales of Exchange Notes for their own accounts, so
long as the Prospectus otherwise meets the requirements of the Securities Act.


 


In light of the foregoing, if requested in writing
not later than 30 Business Days following completion of the Exchange Offer, by
a Participating Broker-Dealer (a “Requesting Participating Broker-Dealer”),
the Issuers agree to use their reasonable best efforts to keep the Exchange
Offer 


 


5

















 


Registration Statement
continuously effective for a period necessary to comply with applicable law in
connection with such resales but in no event more than 180 days after the date
on which the Exchange Registration Statement is declared effective, or such
longer period if extended pursuant to any Delay Period in accordance with the
penultimate paragraph of Section 5 hereof (such period, the “Applicable
Period”), or such earlier date as each Requesting Participating
Broker-Dealer shall have notified the Company in writing that such Requesting
Participating Broker-Dealer has resold all Exchange Notes acquired by it in the
Exchange Offer.  The Issuers shall
include a plan of distribution in such Exchange Offer Registration Statement
that meets the requirements set forth in the preceding paragraph.


 


If, prior to consummation of the Exchange Offer, any
Initial Purchaser or any other Holder holds any Notes acquired by it that have,
or that are reasonably likely to be determined to have, the status of an unsold
allotment in an initial distribution, or if any Holder is not entitled to participate
in the Exchange Offer, the Issuers upon the request of the Initial Purchasers
or any such Holder, as the case may be, shall simultaneously with the delivery
of the Exchange Notes in the Exchange Offer, issue and deliver to the Initial
Purchasers or any such Holder, as the case may be, in exchange (the “Private
Exchange”) for such Notes held by such Initial Purchaser or any such Holder
a like principal amount of notes (the “Private Exchange Notes”) of the Issuers
that are identical in all material respects to the Exchange Notes except that
the Private Exchange Notes may be subject to restrictions on transfer and bear
a legend to such effect.  The Private Exchange
Notes shall be issued pursuant to the same indenture as the Exchange Notes and
bear the same CUSIP number as the Exchange Notes (if permitted by the CUSIP
Service Bureau).


 


Upon consummation of the Exchange Offer in
accordance with this Section 2, the Issuers shall have no further
registration obligations other than the Issuers’ continuing registration obligations
with respect to (i) Private Exchange Notes, (ii) Exchange Notes held
by Participating Broker-Dealers and (iii) Notes or Exchange Notes as to
which clause (c)(iv) of this Section 2 applies.


 


In connection with the
Exchange Offer, the Issuers shall:


 


(1)           mail or cause
to be mailed to each Holder entitled to participate in the Exchange Offer a
copy of the Prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related documents;


 


(2)           utilize the
services of a depositary for the Exchange Offer with an address in the Borough
of Manhattan, The City of New York;


 


(3)           permit Holders
to withdraw tendered Notes at any time prior to the close of business, New York
time, on the last Business Day on which the Exchange Offer shall remain open;
and


 


(4)           otherwise
comply in all material respects with all applicable laws, rules and
regulations.


 


6

















 


As soon as practicable after
the close of the Exchange Offer and the Private Exchange, if any, the Issuers
shall:


 


(1)           accept for
exchange all Notes validly tendered and not validly withdrawn by the Holders
pursuant to the Exchange Offer and the Private Exchange, if any;


 


(2)           deliver or
cause to be delivered to the Trustee for cancellation all Registrable Notes so
accepted for exchange; and


 


(3)           cause the
Trustee to authenticate and deliver promptly to each such Holder of Notes,
Exchange Notes or Private Exchange Notes, as the case may be, equal in
principal amount to the Registrable Notes of such Holder so accepted for
exchange; provided that in the case of any
Registrable Notes held in global form by a depositary, authentication and delivery
to such depositary of one or more Exchange Notes in global form in an
equivalent principal amount therefor for the account of such Holder in
accordance with the Indenture shall satisfy such authentication and delivery
requirements.


 


The Exchange Offer and the Private Exchange shall
not be subject to any conditions, other than that (i) the Exchange Offer
or Private Exchange, as the case may be, does not violate applicable law or any
applicable interpretation of the staff of the Commission, (ii) no action
or proceeding shall have been instituted or threatened in any court or by any
governmental agency which might materially impair the ability of the Issuers to
proceed with the Exchange Offer or the Private Exchange, and no material
adverse development shall have occurred in any existing action or proceeding
with respect to the Issuers and (iii) all governmental approvals shall
have been obtained, which approvals the Company deems necessary for the
consummation of the Exchange Offer or Private Exchange.


 


The Exchange Notes and the Private Exchange Notes
shall be issued under (i) the Indenture or (ii) an indenture
identical in all material respects to the Indenture (in either case, with such
changes as are necessary to comply with any requirements of the Commission to
effect or maintain the qualification thereof under the TIA) and which, in
either case, has been qualified under the TIA and shall provide that (a) the
Exchange Notes shall not be subject to the transfer restrictions set forth in
the Indenture and (b) the Private Exchange Notes shall be subject to the
transfer restrictions set forth in the Indenture.  The Indenture or such indenture shall provide
that the Exchange Notes, the Private Exchange Notes and the Notes shall vote
and consent together on all matters as one class and that none of the Exchange
Notes, the Private Exchange Notes or the Notes will have the right to vote or
consent as a separate class on any matter.


 


(c)           In the event that (i) any
changes in law or the applicable interpretations of the staff of the Commission
do not permit the Issuers to effect the Exchange Offer, (ii) for any
reason the Exchange Offer is not consummated within 390 days of the Issue Date,
(iii) any Holder notifies the Company prior to the 20th day following
consummation of the Exchange Offer that it is prohibited by law or the
applicable interpretations of the staff of the Commission from participating in
the Exchange Offer, (iv) in the case of any Holder (other than any Initial
Purchaser) who participates in the Exchange Offer, such Holder does not receive
Exchange Notes on the date of the exchange that may be sold without restriction
under state and federal securities laws (other than due solely to the status of
such Holder as an affiliate of any Issuer within the meaning of the Securities
Act) or (v) any Initial 


 


7





















 


Purchaser so requests with respect to Notes
or Private Exchange Notes that have, or that are reasonably likely to be
determined to have, the status of unsold allotments in an initial distribution
(each such event referred to in clauses (i) through (v) of this
sentence, a “Shelf Filing Event”), then the Issuers shall file a Shelf
Registration pursuant to Section 3 hereof.


 


Section 3.               Shelf Registration


 


If at any time a Shelf
Filing Event shall occur, then:


 


(a)           Shelf Registration.  The Issuers shall file with the Commission a
Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Notes not exchanged
in the Exchange Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is
applicable (the “Shelf Registration”). 
The Shelf Registration shall be on Form F-1 or another appropriate
form permitting registration of such Registrable Notes for resale by Holders in
the manner or manners designated by them (including if the event described in Section 2(c)(i) shall
have occurred, without limitation, one or more underwritten offerings).  The Issuers shall not permit any securities
other than the Registrable Notes to be included in the Shelf Registration and
under this Agreement shall have no obligations other than with respect to
Registrable Notes.


 


(b)           The Issuers shall use their
commercially reasonable efforts (x) to cause the Shelf Registration to be
declared effective under the Securities Act on or prior to the later of (A) the
360th day after the Issue Date and (B) the 90th day after the occurrence
of the applicable Shelf Filing Event (or if such day is not a Business Day, the
next succeeding Business Day) (such date being the “Shelf Effectiveness
Deadline”) and (y) to keep the Shelf Registration continuously
effective under the Securities Act for the period (the “Effectiveness Period”)
ending on the earliest of (i) the date that is one year from the Issue
Date, subject to extension pursuant to the penultimate paragraph of Section 5
hereof, or (ii) the last day of the period that will end when all
Registrable Notes covered by the Shelf Registration have been sold in the
manner set forth and as contemplated in the Shelf Registration; provided,
however, that (i) the Effectiveness Period in respect of the Shelf
Registration shall be extended to the extent required to permit dealers to
comply with the applicable prospectus delivery requirements of Rule 174
under the Securities Act and as otherwise provided herein and (ii) from
time to time the Company may suspend the effectiveness of the Shelf
Registration by written notice to the Holders solely (A) as a result of
the filing of a post-effective amendment to the Shelf Registration to incorporate
annual audited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared
effective to permit Holders to use the related Prospectus or (B) to the
extent and for so long as permitted by the penultimate paragraph of Section 5,
provided, however, that nothing in this sentence shall require the Issuers to
file more than one post-effective amendment to the Shelf Registration in any
45-day period.


 


(c)           Supplements and Amendments.  The Issuers agree to supplement or make
amendments to the Shelf Registration as and when required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration or by the Securities Act or rules and regulations
thereunder for shelf registration, or if reasonably requested by  the Holders of a majority in aggregate
principal amount of the Registrable Notes covered by such Registration
Statement or by any underwriter of such Registrable Notes.


 


8














 


(d)           Notwithstanding anything to the contrary herein, upon
notice to the Holders, the Issuers may suspend the use or the effectiveness of
such Shelf Registration, or extend the time period in which it is required to
file the Shelf Registration, for up to 60 days in the aggregate in any 12-month
period if (x) the Board of Directors determines, in good faith, that the
disclosure of an event, occurrence or other item at such time could reasonably
be expected to have a material adverse effect on the business, operations or
prospects or (y) the disclosure otherwise relates to a material business
transaction which has not been publicly disclosed and the Board of Directors
determines, in good faith, that any such disclosure would jeopardize the
success of the transaction or that disclosure of the transaction is prohibited
pursuant to the terms thereof; provided that the Issuers shall promptly
notify the Holders when the Shelf Registration may once again be used or is
effective; provided  further that the period referred to in Section 2
during which the Issuers agree to use their commercially reasonable efforts to
keep such Shelf Registration Statement effective shall be extended by the number
of days during which such Shelf Registration Statement was not effective pursuant
to the foregoing provision.


 


Section 4.               Additional Interest


 


(a)           The Issuers and the Initial Purchasers agree that the
Holders will suffer damages if the Issuers fail to fulfill their obligations
under Section 2 or Section 3 hereof and that it would not be feasible
to ascertain the extent of such damages with precision.  Accordingly, the Issuers agree that if:


 


(i)      the Exchange Offer is not
consummated on or prior to the 390th day following the Issue Date, or, if that
day is not a Business Day, the next day that is a Business Day; or


 


(ii)     the Shelf Registration is
required to be filed but is not declared effective within the time period
specified in Section 3(b)(x), or is declared effective by such date but
thereafter ceases to be effective or usable without being succeeded immediately
by an additional registration statement applicable to the Notes filed and
declared effective (unless the Shelf Registration ceases to be effective or
usable as specifically permitted by the penultimate paragraph of Section 5
hereof),


 


(each such event referred to in clauses (i) and
(ii) a “Registration Default”), additional interest in the form of
additional cash interest (“Additional Interest”) will accrue on the
affected Registrable Notes.  The rate of
Additional Interest will be 0.25% per annum for the first 90-day period
immediately following the occurrence of a Registration Default, increasing by
an additional 0.25% per annum with respect to each subsequent 90-day period up
to a maximum amount of Additional Interest of 1.00% per annum, from and
including the date on which any such Registration Default shall occur to the
date on which all Registration Defaults have been cured.  If, after the cure of all Registration
Defaults then in effect, there is a subsequent Registration Default, the rate
of Additional Interest for such subsequent Registration Default shall initially
be 0.25% regardless of the rate in effect with respect to any prior
Registration Default at the time of cure of such Registration Default and shall
increase in the manner and be subject to the maximum Additional Interest rate
contained in the preceding sentence.


 


Notwithstanding the
foregoing, (1) the amount of Additional Interest payable shall not
increase because more than one Registration Default has occurred and is pending
and (2) a Holder of Registrable Notes that is not entitled to the benefits
of the Shelf Registration (e.g., such Holder has not 


 


9

















 


elected to include information) shall not be
entitled to Additional Interest with respect to a Registration Default that
pertains to the Shelf Registration.


 


(b)           So long as Notes
remain outstanding, the Company shall notify the Trustee within five Business
Days after each and every date on which an event occurs in respect of which Additional
Interest is required to be paid.  Any
amounts of Additional Interest due pursuant to clauses (a)(i) or (a)(ii) of
this Section 4 will be payable in cash semi-annually on each June 1
and December 1 (each an “Additional Interest Payment Date”),
commencing with the first such date occurring after any such Additional
Interest commences to accrue, to Holders to whom regular interest is payable on
such Additional Interest Payment Date with respect to Notes that are Registrable
Notes.  The amount of Additional Interest
for each Registrable Note will be determined by multiplying the applicable rate
of Additional Interest by the aggregate principal amount of such Registrable
Note outstanding on the Additional Interest Payment Date following such
Registration Default in the case of the first such payment of Additional
Interest with respect to a Registration Default (and thereafter at the next
succeeding Additional Interest Payment Date until the cure of such Registration
Default), and multiplying the product of the foregoing by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.


 


Section 5.               Registration Procedures


 


In connection with the filing of any Registration
Statement pursuant to Section 2 or 3 hereof, the Issuers shall effect such
registrations to permit the sale of the securities covered thereby in
accordance with the intended method or methods of disposition thereof, and
pursuant thereto and in connection with any Registration Statement filed by the
Issuers hereunder, the Issuers shall, subject to the terms and limitations
otherwise provided herein:


 


(a)           Prepare and file with the Commission the Registration
Statement or Registration Statements prescribed by Section 2 or 3 hereof,
and use their reasonable best efforts to cause each such Registration Statement
to become effective and remain effective as provided herein; provided, however,
that, if (1) such filing is pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Issuers shall furnish
to and afford the Holders of the Registrable Notes covered by such Registration
Statement or each such Participating Broker-Dealer, as the case may be, their
counsel (if requested by any such person) and the managing underwriters, if
any, a reasonable opportunity to review copies of all such documents (including
copies of any documents to be incorporated by reference therein and all
exhibits thereto) proposed to be filed (in each case at least three Business
Days prior to such filing).  The Issuers
shall not file any Registration Statement or Prospectus or any amendments or
supplements thereto if the Holders of a majority in aggregate 


 


10

















 


principal
amount of the Registrable Notes covered by such Registration Statement, or any
such Participating Broker-Dealer, as the case may be, their counsel, or the
managing underwriters, if any, shall reasonably object on a timely basis.


 


(b)           Prepare and file with the Commission such amendments and
post-effective amendments to each Shelf Registration or Exchange Offer
Registration Statement, as the case may be, as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period or
the Applicable Period, as the case may be; cause the related Prospectus to be
supplemented by any Prospectus supplement required by applicable law, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions
then in force) promulgated under the Securities Act; and comply with the
applicable provisions of the Securities Act and the Exchange Act with respect
to the disposition of all securities covered by such Registration Statement as
so amended or in such Prospectus as so supplemented and with respect to the
subsequent resale of any securities being sold by a Participating Broker-Dealer
covered by any such Prospectus, in each case, in accordance with the intended
methods of distribution set forth in such Registration Statement or Prospectus,
as so amended or supplemented.


 


(c)           If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period relating thereto from whom the
Company has received written notice that such Broker-Dealer will be a
Participating Broker-Dealer in the applicable Exchange Offer, notify the
selling Holders of Registrable Notes, or each such Participating Broker-Dealer,
as the case may be, their counsel (if such counsel is known to the Issuers) and
the managing underwriters, if any, as promptly as possible, and, if requested
by any such Person, confirm such notice in writing, (i) when a Prospectus
or any Prospectus supplement or post-effective amendment has been filed, and,
with respect to a Registration Statement or any post-effective amendment, when
the same has become effective under the Securities Act  (including in such notice a written statement
that any Holder may, upon request, obtain, at the sole expense of the Issuers,
one conformed copy of such Registration Statement or post-effective amendment
including financial statements and schedules, documents incorporated or deemed
to be incorporated by reference and exhibits), (ii) of the issuance by the
Commission of any stop order suspending the effectiveness of a Registration
Statement or of any order preventing or suspending the use of any preliminary
prospectus or the initiation of any proceedings for that purpose, (iii) if
at any time when a Prospectus is required by the Securities Act to be delivered
in connection with sales of the Registrable Notes or resales of Exchange Notes
by Participating Broker-Dealers the representations and warranties of the
Issuers contained in any agreement (including any underwriting agreement) contemplated
by Section 5(m) hereof cease to be true and correct in all material
respects, (iv) of the receipt by any of the Issuers of any notification
with respect to the suspension of the qualification or exemption from
qualification of a Registration Statement or any of the Registrable Notes or
the Exchange Notes for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the happening of
any event, the existence of any condition or any information becoming known to
any Issuer that makes any statement made in such Registration Statement or
related Prospectus or any document incorporated or deemed to 


 


11

















 


be
incorporated therein by reference untrue in any material respect or that
requires the making of any changes in or amendments or supplements to such
Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, and that in the case of the
Prospectus, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, and (vi) of the Company’s determination that a
post-effective amendment to a Registration Statement would be appropriate.


 


(d)           If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, use their reasonable best efforts
to prevent the issuance of any order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of
any of the Registrable Notes or the Exchange Notes, as the case may be, for
sale in any jurisdiction, and, if any such order is issued, to use their
reasonable best efforts to obtain the withdrawal of any such order at the earliest
practicable moment.


 


(e)           If (1) a Shelf Registration is filed pursuant to Section 3
hereof or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period and if requested by the managing
underwriter or underwriters (if any), the Holders of a majority in aggregate
principal amount of the Registrable Notes covered by such Registration
Statement or any Participating Broker-Dealer, as the case may be, (i) promptly
incorporate in such Registration Statement or Prospectus a prospectus
supplement or post-effective amendment such information as the managing underwriter
or underwriters (if any), such Holders or any Participating Broker-Dealer, as
the case may be (based upon advice of counsel), determine is reasonably
required to be included therein and (ii) make all required filings of such
prospectus supplement or such post-effective amendment as soon as practicable
after the Company has received notification of the matters to be incorporated
in such prospectus supplement or post-effective amendment; provided, however,
that the Issuers shall not be required to take any action hereunder that would,
in the written opinion of counsel to the Issuers, violate applicable laws.


 


(f)            If (1) a Shelf Registration is filed pursuant to Section 3
hereof or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, furnish to each selling Holder of
Registrable Notes or each such Participating Broker-Dealer, as the case may be,
who so requests, their counsel (if requested by any such person) and each
managing underwriter, if any, at the sole expense of the Issuers, one conformed
copy of the Registration Statement or Registration Statements and each
post-effective amendment thereto, including financial statements 


 


12

















 


and
schedules, and, if requested, all documents incorporated or deemed to be
incorporated therein by reference and all exhibits.


 


(g)           If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, deliver to each selling Holder of
Registrable Notes or each such Participating Broker-Dealer, as the case may be,
their respective counsel (if requested) and the underwriters, if any, at the
sole expense of the Issuers, as many copies of the Prospectus or Prospectuses
(including each form of preliminary prospectus) and each amendment or
supplement thereto and any documents incorporated by reference therein as such
Persons may reasonably request; and, subject to the last paragraph of this Section 5,
the Issuers hereby consent to the use of such Prospectus and each amendment or
supplement thereto by each of the selling Holders of Registrable Notes or each
such Participating Broker-Dealer, as the case may be, and the underwriters or
agents, if any, and dealers (if any), in connection with the offering and sale
of the Registrable Notes covered by, or the sale by Participating
Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any
amendment or supplement thereto.


 


(h)           Prior to any public offering of Registrable Notes or
Exchange Notes or any delivery of a Prospectus contained in the Exchange Offer
Registration Statement by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, use their reasonable best efforts
to register or qualify, and to cooperate with the selling Holders of
Registrable Notes or each such Participating Broker-Dealer, as the case may be,
the managing underwriter or underwriters, if any, and their respective counsel
in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Notes or Exchange Notes, as
the case may be, for offer and sale under the securities or Blue Sky laws of
such jurisdictions within the United States as any selling Holder, Participating
Broker-Dealer, or the managing underwriter or underwriters reasonably request
in writing; provided, however, that where Exchange Notes or Registrable
Notes are offered other than through an underwritten offering, the Issuers
agree to use their reasonable best efforts to cause the Issuers’ counsel to
perform Blue Sky investigations and file registrations and qualifications
required to be filed pursuant to this Section 5(h); keep each such
registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of such Exchange Notes or Registrable Notes
covered by the applicable Registration Statement; provided, however,
that no Issuer shall be required to (A) qualify generally to do business
in any jurisdiction where it is not then so qualified, (B) take any action
that would subject it to general service of process in any such jurisdiction
where it is not then so subject or (C) subject itself to taxation in
excess of a nominal dollar amount in any such jurisdiction where it is not then
so subject.


 


(i)            If a Shelf Registration is filed pursuant to Section 3
hereof, cooperate with the selling Holders of Registrable Notes and the
managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Notes to be
sold, which certificates shall not bear any restrictive legends, other than
legends with respect 


 


13

















 


to
restrictions on transfers under Canadian securities laws, and shall be in a
form eligible for deposit with The Depository Trust Company; and enable such
Registrable Notes to be in such denominations (subject to any applicable
requirements set forth in the Indenture) and registered in such names as the
managing underwriter or underwriters, if any, or selling Holders may request at
least three Business Days prior to any sale of such Registrable Notes.


 


(j)            Use their reasonable best efforts to cause the
Registrable Notes or Exchange Notes covered by any Registration Statement to be
registered with or approved by such other governmental agencies or authorities
as may be reasonably necessary to enable the seller or sellers thereof or the
underwriter or underwriters, if any, to consummate the disposition of such
Registrable Notes or Exchange Notes, except as may be required solely as a consequence
of the nature of such selling Holder’s business, in which case the Issuers will
cooperate in all reasonable respects with the filing of such Registration Statement
and the granting of such approvals.


 


(k)           If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, upon the occurrence of any event
contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly
as practicable prepare and (subject to Section 5(a) and the
penultimate paragraph of this Section 5) file with the Commission, at the
sole expense of the Issuers, a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Notes being sold thereunder or to the purchasers
of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer, any such Prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


 


(l)            Prior to the effective date of the first Registration
Statement relating to the Registrable Notes, (i) provide the Trustee with
certificates for the Registrable Notes in a form eligible for deposit with The
Depository Trust Company and (ii) provide a CUSIP number for the
Registrable Notes.


 


(m)          In connection with any underwritten offering of Registrable
Notes pursuant to a Shelf Registration, enter into an underwriting agreement as
is customary in underwritten offerings of debt securities similar to the Notes,
in a form reasonably satisfactory to the Issuers and any such underwriter, and
take all such other actions as are reasonably requested by the managing
underwriter or underwriters in order to expedite or facilitate the registration
or the disposition of such Registrable Notes and, whether or not such offering
is an underwritten offering, (i) make such representations and warranties
to the underwriter or underwriters (and to any Holder that has advised the
Company that such Holder may have a “due diligence” defense under Section 11
of the Securities Act), and covenants with, the underwriters with respect to
the business of the Issuers and their subsidiaries as then conducted (including
any acquired 


 


14

















 


business,
properties or entity, if applicable), and the Registration Statement, Prospectus
and documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by issuers to underwriters in
underwritten offerings of debt securities similar to the Notes, and confirm the
same in writing if and when requested; (ii) use their reasonable best
efforts to obtain the written opinions of counsel to the Issuers and written
updates thereof in form, scope and substance reasonably satisfactory to the
managing underwriter or underwriters, addressed to the underwriters (and to any
Holder that has advised the Company that such Holder may have a “due diligence”
defense under Section 11 of the Securities Act) covering the matters
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by the managing underwriter or
underwriters; (iii) use their reasonable best efforts to obtain “cold
comfort” letters and updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter or underwriters from the independent
certified public accountants of the Issuers (and, if necessary, any other
independent certified public accountants of any subsidiary of the Company or of
any business acquired by the Company for which financial statements and financial
data are, or are required to be, included or incorporated by reference in the
Registration Statement), addressed to each of the underwriters (and to any
Holder that has advised the Company that such Holder may have a “due diligence”
defense under Section 11 of the Securities Act), such letters to be in
reasonable and customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with underwritten offerings of
debt securities similar to the Notes; and (iv) if an underwriting
agreement is entered into, the same shall contain indemnification provisions
and procedures no less favorable than those set forth in Section 7 hereof
(or such other provisions and procedures acceptable to Holders of a majority in
aggregate principal amount of Registrable Notes covered by such Registration
Statement and the managing underwriter or underwriters or agents) with respect
to all parties to be indemnified pursuant to said Section; provided that
the Issuers shall not be required to provide indemnification to any underwriter
selected in accordance with the provisions of Section 9 hereof with
respect to information relating to such underwriter furnished in writing to the
Company by or on behalf of such underwriter expressly for inclusion in such
Registration Statement.  The above shall
be done at each closing under such underwriting agreement, or as and to the
extent required thereunder.


 


(n)           If (1) a Shelf Registration is filed pursuant to Section 3
hereof or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered
under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, make available for inspection by
any selling Holder of such Registrable Notes being sold or each such Participating
Broker-Dealer, as the case may be, any underwriter participating in any such
disposition of Registrable Notes, if any, and any attorney, accountant or other
agent retained by any such selling Holder or each such Participating
Broker-Dealer, as the case may be, or underwriter (collectively, the “Inspectors”),
at the offices where normally kept, during reasonable business hours, all
financial and other records, pertinent corporate documents and instruments of
the Company and its subsidiaries (collectively, the “Records”) as shall
be reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors  and employees of the Company and its
subsidiaries to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement and Prospectus.  


 


15

















 


Each
Inspector shall agree in writing that it will keep the Records confidential and
that it will not disclose, or use in connection with any market transactions in
violation of any applicable securities laws, unless (i) the disclosure of
such Records is necessary to avoid or correct a misstatement or omission in
such Registration Statement or Prospectus, (ii) the release of such
Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, (iii) disclosure of such information is necessary
or advisable in the opinion of counsel for an Inspector in connection with any
action, claim, suit or proceeding, directly or indirectly, involving or
potentially involving such Inspector and arising out of, based upon, relating
to, or involving this Agreement or the Purchase Agreement, or any transactions
contemplated hereby or thereby or arising hereunder or thereunder, or (iv) the
information in such Records has been made generally available to the public
other than through an act of such Inspector in violation of this Section 5(n);
provided, however, that (i) each Inspector shall agree to use
reasonable best efforts to provide notice to the Company of the potential
disclosure of any information by such Inspector pursuant to clause (i), (ii) or
(iii) of this sentence to permit the Issuers to obtain a protective order
(or waive the provisions of this paragraph (n)) and (ii) each such
Inspector shall take such actions as are reasonably necessary to protect the
confidentiality of such information (if practicable) to the extent such action
is otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of the Holder or any Inspector.


 


(o)           Provide an indenture trustee for the Registrable Notes or
the Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(b) hereof to be qualified under
the TIA not later than the effective date of the Exchange Offer or the first
Registration Statement relating to the Registrable Notes; and in connection
therewith, cooperate with the trustee under any such indenture and the Holders
of the Registrable Notes or Exchange Notes, as applicable, to effect such
changes to such indenture as may be required for such indenture to be so
qualified in accordance with the terms of the TIA; and execute, and use their
reasonable best efforts to cause such trustee to execute, all documents as may
be required to effect such changes, and all other forms and documents required
to be filed with the Commission to enable such indenture to be so qualified in
a timely manner.


 


(p)           Comply with all applicable rules and regulations of
the Commission and make generally available to the Company’s securityholders
earnings statements satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) (i) commencing at the end of any fiscal quarter
in which Registrable Notes or Exchange Notes are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods consistent with
the requirements of Rule 158.


 


(q)           If the Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Registrable Notes by Holders to the Company
(or to such other Person as directed by the Company) in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be, mark, or
cause to be marked, on such Registrable Notes that such Registrable Notes are
being cancelled in exchange for the Exchange Notes or the Private Exchange
Notes, 


 


16

















 


as
the case may be; provided that in no event shall such Registrable Notes
be marked as paid or otherwise satisfied.


 


(r)            Cooperate with each seller of Registrable Notes covered
by any Registration Statement and each underwriter, if any, participating in
the disposition of such Registrable Notes and their respective counsel in
connection with any filings required to be made with the Financial Industry
Regulatory Authority (“FINRA”).


 


(s)           Use their reasonable best efforts to take all other steps
reasonably necessary or advisable to effect the registration of the Exchange
Notes and/or Registrable Notes covered by a Registration Statement contemplated
hereby.


 


The Company may require each seller of Registrable
Notes or Exchange Notes as to which any registration is being effected to
furnish to the Company such information regarding such seller and the
distribution of such Registrable Notes or Exchange Notes as the Company may,
from time to time, reasonably request. 
The Company may exclude from such registration the Registrable Notes of
any seller so long as such seller fails to furnish such information within a
reasonable time after receiving such request and in the event of such an
exclusion, the Issuers shall have no further obligation under this Agreement
(including, without limitation, the obligations under Section 4) with respect
to such seller or any subsequent Holder of such Registrable Notes.  Each seller as to which any Shelf
Registration is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make any information
previously furnished to the Company by such seller not materially misleading.


 


If any such Registration Statement refers to any
Holder by name or otherwise as the holder of any securities of the Company or
the Guarantors, then such Holder shall have the right to require (i) the
insertion therein of language, in form and substance reasonably satisfactory to
such Holder, to the effect that the holding by such Holder of such securities
is not to be construed as a recommendation by such Holder of the investment
quality of the securities covered thereby and that such holding does not imply
that such Holder will assist in meeting any future financial requirements of
the Company or the Guarantors, or (ii) in the event that such reference to
such Holder by name or otherwise is not required by the Securities Act or any
similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the applicable Registration Statement
filed or prepared subsequent to the time that such reference ceases to be
required.


 


Each Holder of Registrable Notes and each
Participating Broker-Dealer agrees by acquisition of such Registrable Notes or
Exchange Notes that, upon the Company providing notice to such Holder or
Participating Broker-Dealer, as the case may be, (x) of the happening of
any event of the kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv),
or 5(c)(v) hereof, or (y) that the Board of Directors of the Company
(the “Board of Directors”) has resolved that the Company has a bona fide business purpose for doing so, then, upon
providing such notice (which shall refer to the penultimate paragraph of this Section 5),
the Issuers may delay the filing or the effectiveness of the Exchange Offer
Registration Statement or the Shelf Registration (if not then filed or
effective, as applicable) and shall not be required to maintain the
effectiveness thereof or amend or supplement the Exchange Offer Registration
Statement or the Shelf Registration, in all cases, for a period (a “Delay
Period”) expiring upon the earlier to occur of (i) in the case of the
immediately preceding clause (x), such Holder’s or 


 


17

















 


Participating Broker-Dealer’s
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof or until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus may be resumed, and
has received copies of any amendments or supplements thereto or (ii) in the
case of the immediately preceding clause (y), the date which is the
earlier of (A) the date on which such business purpose ceases to interfere
with the Issuers’ obligations to file or maintain the effectiveness of any such
Registration Statement pursuant to this Agreement or (B) 60 days after the
Company notifies the Holders of such good faith determination.  There shall not be more than 60 days of Delay
Periods during any 12-month period.  The
maximum length of the Applicable Period set forth in Section 2(b) shall
be extended by a number of days equal to the number of days during any Delay
Period.  Any Delay Period will not alter
the obligations of the Issuers to pay Additional Interest under the
circumstances set forth in Section 4 hereof.


 


Each Holder or Participating Broker-Dealer, by its
acceptance of any Registrable Note, agrees that during any Delay Period, each
Holder or Participating Broker-Dealer will discontinue disposition of such
Notes or Exchange Notes covered by such Registration Statement or Prospectus or
Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the
case may be.


 


Section 6.               Registration Expenses


 


All fees and expenses incident to the performance of
or compliance with this Agreement by the Issuers (other than any underwriting
discounts or commissions) shall be borne by the Issuers, whether or not the
Exchange Offer Registration Statement or the Shelf Registration is filed or
becomes effective or the Exchange Offer is consummated, including, without
limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses of compliance with state securities or Blue Sky
laws (including, without limitation, reasonable fees and disbursements of
counsel in connection with Blue Sky qualifications of the Registrable Notes or
Exchange Notes and determination of the eligibility of the Registrable Notes or
Exchange Notes for investment under the laws of such jurisdictions (x) where
the holders of Registrable Notes are located, in the case of an Exchange Offer,
or (y) as provided in Section 5(h) hereof, in the case of a
Shelf Registration or in the case of Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
or by the Holders of a majority in aggregate principal amount of the
Registrable Notes included in any Registration Statement or in respect of
Exchange Notes to be sold by any Participating Broker-Dealer during the
Applicable Period, as the case may be, (iii) messenger, telephone and
delivery expenses, (iv) reasonable fees and disbursements of counsel for
the Issuers and the reasonable fees and disbursements of one special counsel
for all of the sellers of Registrable Notes (exclusive of any counsel retained
pursuant to Section 7 hereof) selected by the Holders of a majority in
aggregate principal amount of Notes, Exchange Notes and Private Exchange Notes
being registered and reasonably satisfactory to the Issuers, (v) fees and
disbursements of all independent certified public accountants referred to in Section 5(m)(iii) hereof
(including, without limitation, the expenses of any special audit and “cold
comfort” letters required by or incident to such performance), (vi) Securities
Act liability insurance, if the Issuers desire such insurance, (vii) fees
and expenses of all other Persons retained by any of the Issuers, (viii) internal
expenses of the Issuers (including, without limitation, all salaries and
expenses of officers and employees of the Company performing legal or 


 


18

















 


accounting duties), (ix) the
expense of any annual audit, (x) the fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange,
and the obtaining of a rating of the securities, in each case, if applicable,
(xi) any required fees and expenses incurred in connection with any filing
required to be made with FINRA and (xii) the expenses relating to
printing, word processing and distributing all Registration Statements,
underwriting agreements, indentures and any other documents necessary in order
to comply with this Agreement. 
Notwithstanding the foregoing or anything to the contrary, each Holder
shall pay all reasonable underwriting discounts and commissions of any
underwriters with respect to any Registrable Notes sold by or on behalf of it.


 


Section 7.               Indemnification


 


(a)           The Issuers, jointly and severally, agree to indemnify and
hold harmless each Holder of Registrable Notes and each Participating
Broker-Dealer selling Exchange Notes during the Applicable Period, each Person,
if any, who controls any such Person within the meaning of Section 15 of
the Securities Act or Section 20(a) of the Exchange Act, the agents,
employees, officers and directors of each Holder and each such Participating
Broker-Dealer and the agents, partners, members, employees, officers, managers
and directors of any such controlling Person (each, a “Participant”)
from and against any and all losses, liabilities, claims, damages and expenses
whatsoever (including, but not limited to, reasonable attorneys’ fees and any
and all reasonable expenses whatsoever actually incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any
claim whatsoever, and any and all reasonable amounts paid in settlement of any
claim or litigation) (collectively, “Losses”) to which they or any of
them may become subject under the Securities Act, the Exchange Act or otherwise
insofar as such Losses (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment thereto), Prospectus
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto), any free-writing prospectus or any preliminary
prospectus, or caused by, arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the case of the Prospectus, in the
light of the circumstances under which they were made, not misleading, provided
that the foregoing indemnity shall not be available to any Participant insofar
as such Losses are caused by any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with information
relating to such Participant furnished to the Company in writing by or on
behalf of such Participant expressly for use therein.  This indemnity agreement will be in addition
to any liability that the Issuers may otherwise have, including, but not
limited to, liability under this Agreement.


 


(b)           Each Participant agrees, severally and not jointly, to indemnify
and hold harmless each Issuer, each Person, if any, who controls any Issuer
within the meaning of Section 15 of the Securities Act or Section 20(a) of
the Exchange Act, and each of their respective agents, partners, members, employees,
officers and members of the board of directors from and against any Losses to
which they or any of them may become subject under the Securities Act, the
Exchange Act or otherwise insofar as such Losses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment thereto), Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), any free-writing
prospectus or any preliminary prospectus, or caused by, arising out of or based
upon any omission or alleged omission to state therein a 


 


19

















 


material fact required to be stated therein
or necessary to make the statements therein, in the case of the Prospectus, in
the light of the circumstances under which they were made, not misleading, in
each case to the extent, but only to the extent, that any such Loss arises out
of or is based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon and in conformity with
information relating to such Participant furnished in writing to the Company by
or on behalf of such Participant expressly for use therein.


 


(c)           Promptly after receipt by an indemnified party under
subsection 7(a) or 7(b) above of notice of the commencement of any
action, suit or proceeding (collectively, an “action”), such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the commencement of such action
(but the failure so to notify an indemnifying party shall not relieve such indemnifying
party from any liability that it may have under this Section 7 except to
the extent that it has been prejudiced in any material respect by such
failure).  In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to
participate in such action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense of such action with
counsel reasonably satisfactory to such indemnified party.  Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such action, but the reasonable fees and expenses of such
counsel shall be at the expense of such indemnified party or parties unless (i) the
employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) the named parties to such action (including any
impleaded parties) include such indemnified party and the indemnifying party or
parties (or such indemnifying parties have assumed the defense of such action),
and such indemnified party or parties shall have reasonably concluded, after
consultation with counsel, that there may be defenses available to it or them
that are different from or additional to those available to one or all of the
indemnifying parties (in which case the indemnifying parties shall not have the
right to direct the defense of such action on behalf of the indemnified party
or parties), in any of which events such reasonable fees and expenses of
counsel shall be borne by the indemnifying parties.  In no event shall the indemnifying party be
liable for the reasonable fees and expenses of more than one counsel (together
with appropriate local counsel) at any time for all indemnified parties in
connection with any one action or separate but substantially similar or related
actions arising in the same jurisdiction out of the same general allegations or
circumstances.  Any such separate firm
for the Participants shall be designated in writing by Participants who sold a
majority in interest of Registrable Notes sold by all such Participants and
shall be reasonably acceptable to the Company and any such separate firm for
the Issuers, their affiliates, officers, directors, representatives, employees
and agents and such control Person of such Issuers shall be designated in
writing by such Issuers and shall be reasonably acceptable to the Holders.  An indemnifying party shall not be liable for
any settlement of any claim or action effected without its written consent,
which consent may not be unreasonably withheld. 
No indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such
settlement (x) includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of such proceeding and
(y) does not 


 


20

















 


include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified
party.


 


(d)           In order to provide for contribution in circumstances in
which the indemnification provided for in this Section 7 is for any reason
held to be unavailable from the indemnifying party for any Losses referred to
therein, or is insufficient to hold harmless a party indemnified under this Section 7
for any Losses referred to therein, each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
aggregate Losses (i) in such proportion as is appropriate to reflect the
relative benefits received by each indemnifying party, on the one hand, and
each indemnified party, on the other hand, from the sale of the Notes to the
Initial Purchasers or the resale of the Registrable Notes by such Holder, as
applicable, or (ii) if such allocation is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of each indemnified
party, on the one hand, and each indemnifying party, on the other hand, in
connection with the statements or omissions that resulted in such Losses, as
well as any other relevant equitable considerations.  The relative benefits received by the Issuers,
on the one hand, and each Participant, on the other hand, shall be deemed to be
in the same proportion as (x) the total proceeds from the sale of the
Notes to the Initial Purchasers (net of discounts and commissions but before
deducting expenses) received by the Issuers are to (y) the total net
profit received by such Participant in connection with the sale of the
Registrable Notes.  The relative fault of
the parties shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Issuers or such Participant and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission or alleged statement or omission.


 


(e)           The parties agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to above. 
Notwithstanding the provisions of this Section 7, (i) in no
case shall any Participant be required to contribute any amount in excess of
the amount by which the net profit received by such Participant in connection
with the sale of the Registrable Notes exceeds the amount of any damages that
such Participant has otherwise been required to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission and (ii) no
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.  Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action against such
party in respect of which a claim for contribution may be made against another
party or parties under this Section 7, notify such party or parties from
whom contribution may be sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom contribution may be
sought from any obligation it or they may have under this Section 7 or otherwise,
except to the extent that it has been prejudiced in any material respect by
such failure; provided, however, that no additional notice shall
be required with respect to any action for which notice has been given under
this Section 7 for purposes of indemnification.  Anything in this section to the contrary
notwithstanding, no party shall be liable for contribution with respect to any
action or claim settled without its written consent, provided, however,
that such written consent was not unreasonably withheld.


 


21






 










 


Section 8.        Rule 144A


 


The Issuers covenant that they will file the reports
required, if any, to be filed by them under the Securities Act and the Exchange
Act and the rules and regulations adopted by the Commission thereunder in
a timely manner in accordance with the requirements of the Securities Act and
the Exchange Act and, if at any time the Issuers are not required to file such
reports, they will, upon the request of any Holder or beneficial owner of
Registrable Notes, make available such information necessary to permit sales
pursuant to Rule 144A.  The Issuers
further covenant that for so long as any Registrable Notes remain outstanding
they will take such further action as any Holder of Registrable Notes may
reasonably request from time to time to enable such Holder to sell Registrable
Notes without registration under the Securities Act within the limitation of
the exemptions provided by (a) Rule 144A, as such Rule may be
amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the Commission.


 


Section 9.        Underwritten Registrations


 


If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering
will be selected by the Holders of a majority in aggregate principal amount of
such Registrable Notes included in such offering and shall be reasonably
acceptable to the Company.


 


No Holder of Registrable Notes may participate in
any underwritten registration hereunder if such Holder does not (a) agree
to sell such Holder’s Registrable Notes on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) complete and execute all questionnaires, powers
of attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.


 


Section 10.      Miscellaneous


 


(a)           No Inconsistent
Agreements.  The Issuers
have not, as of the date hereof, entered and shall not, after the date of this
Agreement, enter into any agreement with respect to any of their securities
that is inconsistent with the rights granted to the Holders of Registrable
Notes in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder
do not conflict with and are not inconsistent with, in any material respect,
the rights granted to the holders of any of the Issuers’ other issued and
outstanding securities under any such agreements.  The Issuers have not entered and will not
enter into any agreement with respect to any of their securities which will
grant to any Person piggy-back registration rights with respect to any
Registration Statement.


 


(b)           Adjustments
Affecting Registrable Notes.  The Issuers shall not, directly or
indirectly, take any action with respect to the Registrable Notes as a class
that would adversely affect the ability of the Holders of Registrable  Notes to include such Registrable Notes in a
registration undertaken pursuant to this Agreement.


 


(c)           Amendments and
Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof 


 


22

















 


may not be given except pursuant to a written
agreement duly signed and delivered by (I) the Company (on behalf of all
Issuers) and (II)(A) the Holders of not less than a majority in aggregate
principal amount of the then outstanding Registrable Notes and (B) in
circumstances that would adversely affect the Participating Broker-Dealers, the
Participating Broker-Dealers holding not less than a majority in aggregate
principal amount of the Exchange Notes held by all Participating Broker-Dealers;
provided, however, that Section 7 and this Section 10(c) may not
be amended, modified or supplemented except pursuant to a written agreement
duly signed and delivered by the Issuers and each Holder and each Participating
Broker-Dealer (including any Person who was a Holder or Participating
Broker-Dealer of Registrable Notes or Exchange Notes, as the case may be,
disposed of pursuant to any Registration Statement) affected by any such
amendment, modification, waiver or supplement. 
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Notes may be
given by Holders of at least a majority in aggregate principal amount of the
Registrable Notes being sold pursuant to such Registration Statement.


 


(d)           Notices.  All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or telecopier:


 


(i)             if to a Holder of the
Registrable Notes or any Participating Broker-Dealer, at the most current
address of such Holder or Participating Broker-Dealer, as the case may be, set
forth on the records of the registrar under the Indenture.


 


(ii)            if to any Issuer, to it


 


c/o Gibson Energy Holdings ULC

1700, 440 - 2nd Avenue S.W.

Calgary, AB, Canada




Fax:  (403) 206-4001

Attention:  Chief Financial Officer


 


with a copy to:




Latham & Watkins LLP

555 Eleventh Street NW

Washington, DC 20004




Fax:  (202) 637-2201

Attention:  Patrick H. Shannon, Esq.


 


23





















 


(iii)           if to the Initial
Purchasers, at the address as follows:


 


UBS Securities LLC

677 Washington Blvd. 

Stamford, Connecticut  06901

Fax number:  (203) 719-1075

Attention:  High Yield Syndicate
Department


 


All such notices and communications shall be deemed
to have been duly given:  when delivered
by hand, if personally delivered; five Business Days after being deposited in
the mail, postage prepaid, if mailed; when receipt is acknowledged by the
recipient’s telecopier machine, if telecopied; and on the next Business Day, if
timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all notices, demands or other communications
pursuant to Section 4(b) shall be concurrently delivered by the
Person giving the same to the Trustee at the address and in the manner
specified in such Indenture.


 


(e)           Guarantors.  So long as any Registrable Notes remain
outstanding, the Issuers shall cause each Person that becomes a guarantor of
the Notes under the Indenture to execute and deliver a counterpart to this
Agreement which subjects such Person to the provisions of this Agreement as a
Guarantor.  Each of the Guarantors agrees
to join the Issuers in all of their undertakings hereunder to effect the
Exchange Offer for the Exchange Notes and the filing of any Shelf Registration
required hereunder.


 


(f)            Successors and
Assigns.  This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto, the Holders and the Participating Broker-Dealers; provided, however,
that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or
assign holds Registrable Notes.


 


(g)           Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(h)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(i)            Governing
Law.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


(j)            Interest Act.   For purposes of the Interest Act (Canada), whenever any interest
or fee payable by the Borrower under this Agreement is calculated using a rate
based on a year of 


 


24

















 


360 days, such rate used pursuant to such
calculation, when expressed as an annual rate, is equivalent to (x) the applicable
rate based on a year of 360 days, (y) multiplied by the actual number of
days in the calendar year in which the period for which such interest or fee is
payable (or compounded) ends, and (z) divided by 360.  The principle of deemed reinvestment of
interest does not apply to any interest calculation under this Agreement with
respect to the Borrower, and the rates of interest stipulated in this Agreement
payable by the Borrower are intended to be nominal rates and not effective
rates or yields.


 


(k)           Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


(l)            Securities Held
by the Issuers or Their Affiliates.  Whenever the consent or approval of Holders
of a specified percentage of Registrable Notes is required hereunder,
Registrable Notes held by the Issuers or any of their affiliates (as such term
is defined in Rule 405 under the Securities Act) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


 


(m)          Third-Party
Beneficiaries.  Holders and
beneficial owners of Registrable Notes and Participating Broker-Dealers are
intended third-party beneficiaries of this Agreement, and this Agreement may be
enforced by such Persons.  No other
Person is intended to be, or shall be construed as, a third-party beneficiary
of this Agreement.


 


(n)           Entire
Agreement.  This
Agreement, together with  the Purchase
Agreement and the Indenture, is intended by the parties as a final and exclusive
statement of the agreement and understanding of the parties hereto in respect
of the subject matter contained herein and therein and any and all prior oral
or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders
on the one hand and the Issuers on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof
are merged herein and replaced hereby.


 


(o)           Service of
Process.  The Issuers
and the Guarantors domiciled outside the United States will irrevocably appoint
CT Corporation System, 111 Eighth Avenue, New York, New York 10011, as their
agent for service of process in any suit, action or proceeding with respect to
this Agreement.


 


25

















 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	
   

  	
  GIBSON
  ENERGY ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GEP
  MIDSTREAM FINANCE CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert M. Tichio

  
	
   

  	
   

  	
  Name:  Robert M. Tichio

  
	
   

  	
   

  	
  Title:  President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GIBSON
  ENERGY HOLDING ULC,

  
	
   

  	
  as
  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert M. Tichio

  
	
   

  	
   

  	
  Name:  Robert M. Tichio

  
	
   

  	
   

  	
  Title:  President and Secretary

  



 

















 


	
   

  	
  MOOSE
  JAW REFINERY PARTNERSHIP

  
	
   

  	
  by
  its managing partner,

  
	
   

  	
  Gibson
  Energy ULC

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MOOSE
  JAW REFINERY ULC

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  CANWEST
  PROPANE PARTNERSHIP

  
	
   

  	
  by
  its managing partner,

  
	
   

  	
  Gibson
  Energy ULC

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CANWEST
  PROPANE ULC

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MP
  ENERGY PARTNERSHIP  

  
	
   

  	
  by
  its managing partner,

  
	
   

  	
  Gibson
  Energy ULC

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MP
  ENERGY ULC

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  



 


2

















 


	
   

  	
  GIBSON
  ENERGY PARTNERSHIP  

  
	
   

  	
  by
  its managing partner,

  
	
   

  	
  Gibson
  Energy ULC

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GEP
  ULC

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LINK
  PETROLEUM SERVICES LTD.

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHIEF
  HAULING CONTRACTORS ULC

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GIBSON
  GCC INC.

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LINK
  PETROLEUM, INC.

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:  A. Stewart Hanlon

  
	
   

  	
   

  	
  Title:  President

  



 


3

















 


	
   

  	
  GIBSON
  ENERGY (U.S.) INC.

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:

  	
  A.
  Stewart Hanlon

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BATTLE
  RIVER TERMINAL GP INC.

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:

  	
  A.
  Stewart Hanlon

  
	
   

  	
   

  	
  Title:

  	
  President,
  Chief Executive Officer and Chairman of the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
  BATTLE
  RIVER TERMINAL LIMITED 

  
	
   

  	
  PARTENRSHIP
  

  
	
   

  	
  by
  its general partner, Battle RIver Terminal GP Inc.

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:

  	
  A.
  Stewart Hanlon

  
	
   

  	
   

  	
  Title:

  	
  President,
  Chief Executive Officer and Chairman of the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BRIDGE
  CREEK TRUCKING LTD.

  
	
   

  	
  By:

  	
  /s/
  A. Stewart Hanlon

  
	
   

  	
   

  	
  Name:

  	
  A.
  Stewart Hanlon

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  



 

















 


	
   

  	
  UBS SECURITIES LLC

  
	
   

  	
  RBS SECURITIES INC.

  
	
   

  	
  RBC CAPITAL MARKETS
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  UBS SECURITIES LLC, as
  Representative

  
	
   

  	
   

  	
  of the Initial Purchasers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Boland

  
	
   

  	
   

  	
  Name:  James Boland

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Francisco Pinto-Leite

  
	
   

  	
   

  	
  Name:  Francisco Pinto-Leite

  
	
   

  	
   

  	
  Title:  Executive Director