Exhibit 4.31


 


DEMAND DEBENTURE


 


JOINDER AGREEMENT


 


Aarcam Propane & Construction Heat Ltd.


1700, 440 – 2nd Avenue S.W.


Calgary, AB 
T2P 5E9


 


February 9, 2010


 


BNY Trust Company of Canada

Suite 1101, 4 King Street West

Toronto, ON  M5H 1B6


 


Ladies and Gentlemen:


 


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


 


This Joinder Agreement supplements the Demand
Debenture and is delivered by the undersigned, Aarcam Propane &
Construction Heat Ltd. (the “New Obligor”),
pursuant to Section 5.18 of the Demand Debenture.  The New Obligor hereby agrees to be bound as
an Obligor party to the Demand Debenture by all of the terms, covenants and
conditions set forth in the Demand Debenture to the same extent that it would
have been bound if it had been a signatory Obligor to the Demand Debenture on
the date of the Demand Debenture. 
Without limiting the generality of the foregoing, the New Obligor grants
to the Collateral Agent, for the benefit of the Secured Creditors, a security
interest in, and assigns, mortgages, charges, 


 

















 


hypothecates and pledges to the Collateral Agent, for
the benefit of the Secured Creditors, substantially all of the property of such
New Obligor of the type and description set forth in Section 3.1 of the
Demand Debenture whether now owned or hereafter acquired.  The New Obligor also expressly assumes all
obligations and liabilities of an Obligor thereunder.  The New Obligor hereby makes each of the
representations and warranties and agrees to each of the covenants applicable
to the Obligors contained in the Demand Debenture.


 


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


 


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


 


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


 


	
   

  	
  AARCAM PROPANE & CONSTRUCTION HEAT LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Name: Richard G. Taylor 

  
	
   

  	
   

  	
  Title: Executive Vice President, Finance and Chief
  Financial Officer

  



 


 


Accepted and Agreed:


 


	
  BNY TRUST COMPANY OF CANADA, AS COLLATERAL AGENT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Farhan Mir

  	
   

  	
   

  
	
   

  	
  Name: Farhan Mir 

  	
   

  
	
   

  	
  Title: Authorized Signatory