Exhibit 4.19


 


Execution Copy


 


MOOSE JAW REFINERY PARTNERSHIP, MOOSE JAW REFINERY ULC, CANWEST

PROPANE PARTNERSHIP, CANWEST PROPANE ULC, MP ENERGY PARTNERSHIP,

MP ENERGY ULC, GIBSON ENERGY PARTNERSHIP, GEP ULC, LINK 

PETROLEUM SERVICES LTD., CHIEF HAULING CONTRACTORS ULC, GIBSON

GCC INC., BATTLE RIVER TERMINAL GP INC., BATTLE RIVER TERMINAL LP AND

BRIDGE CREEK TRUCKING LTD.

as Guarantors


 


and


 


THE BANK OF NEW YORK
MELLON

as Trustee


 


and


 


THE NOTEHOLDERS

as other Creditors


 






 


 


GUARANTEE — SUBSIDIARY
GUARANTORS


 


January 19, 2010


 






 


 


STIKEMAN ELLIOTT LLP


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  INTERPRETATION

  
	
   

  
	
  Section 1.1

  	
  Defined Terms

  	
  1

  
	
  Section 1.2

  	
  Interpretation

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  GUARANTEE

  
	
   

  
	
  Section 2.1

  	
  Guarantee

  	
  5

  
	
  Section 2.2

  	
  Primary Note Obligation

  	
  5

  
	
  Section 2.3

  	
  Absolute Liability

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  ENFORCEMENT

  
	
   

  
	
  Section 3.1

  	
  Remedies

  	
  7

  
	
  Section 3.2

  	
  Amount of Note Obligations

  	
  7

  
	
  Section 3.3

  	
  Payment on Demand

  	
  8

  
	
  Section 3.4

  	
  Suspension of Guarantor Rights

  	
  8

  
	
  Section 3.5

  	
  No Prejudice to Creditors or Trustee

  	
  8

  
	
  Section 3.6

  	
  Rights of Subrogation

  	
  9

  
	
  Section 3.7

  	
  No Set-off

  	
  9

  
	
  Section 3.8

  	
  Successors of the Issuers

  	
  9

  
	
  Section 3.9

  	
  Continuing Guarantee and Continuing Note Obligations

  	
  9

  
	
  Section 3.10

  	
  Supplemental Security

  	
  10

  
	
  Section 3.11

  	
  Interest Act (Canada)

  	
  10

  
	
  Section 3.12

  	
  Taxes

  	
  10

  
	
  Section 3.13

  	
  Judgment Currency

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  GENERAL

  
	
   

  
	
  Section 4.1

  	
  Notices, etc.

  	
  12

  
	
  Section 4.2

  	
  Addition of Guarantors

  	
  13

  
	
  Section 4.3

  	
  No Merger, Survival of Representations and Warranties

  	
  13

  
	
  Section 4.4

  	
  Further Assurances

  	
  13

  
	
  Section 4.5

  	
  Successors and Assigns

  	
  13

  
	
  Section 4.6

  	
  Amendment

  	
  14

  
	
  Section 4.7

  	
  Waivers, etc.

  	
  14

  
	
  Section 4.8

  	
  Severability

  	
  14

  
	
  Section 4.9

  	
  Enforcement

  	
  14

  
	
  Section 4.10

  	
  Application of Proceeds

  	
  14

  
	
  Section 4.11

  	
  Governing Law

  	
  14

  



 


i

















 


	
  Section 4.12

  	
  General Limitation on Guarantee Obligations

  	
  15

  
	
  Section 4.13

  	
  Release of Guarantors

  	
  15

  
	
  Section 4.14

  	
  Right of Contribution

  	
  15

  
	
  Section 4.15

  	
  Business Corporations Act

  	
  16

  
	
   

  	
   

  	
   

  
	
  ADDENDA

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  “A” FORM OF JOINDER AGREEMENT

  	
   

  



 


ii

















 


GUARANTEE — SUBSIDIARY GUARANTORS


 


Guarantee dated as of January 19, 2010 made by Moose Jaw Refinery Partnership, Moose Jaw Refinery
ULC, CanWest Propane Partnership, CanWest Propane ULC, MP Energy Partnership,
MP Energy ULC, Gibson Energy Partnership, GEP ULC, Link Petroleum Services
Ltd., Chief Hauling Contractors ULC, Gibson GCC Inc., Battle River Terminal GP
Inc., Battle River Terminal LP and Bridge Creek Trucking Ltd., to
and in favour of The Bank of New York Mellon, as Trustee, and the other Creditors.


 


RECITALS:


 


(a)                                  The
Issuers may from time to time issue Notes to the Noteholders pursuant to the
Indenture with The Bank of New York Mellon, as Trustee;


 


(b)                                 The
Initial Purchasers have agreed pursuant to the Note Purchase Agreement to
purchase the Notes issued by the Issuers in the aggregate principal amount of
US$200,000,000 on the terms and conditions contained in the Note Purchase
Agreement;


 


(c)                                  Each
Guarantor will receive substantial benefits from the issuance of the Notes
under the Indenture and the other Indenture Documents and each Guarantor is,
therefore, willing to enter into this Guarantee; and


 


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


 


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


 


ARTICLE 1

INTERPRETATION


 


Section 1.1                                               Defined
Terms.


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


“Creditors” means the Trustee and the Noteholders at any time
and from time to time.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Guarantee” means this guarantee.


 


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


 


“Indenture” means the indenture
dated as of January 19,
2010 among the Issuers, the Trustee, the Parent, the Guarantors and the U.S. Guarantors (as defined
therein) party thereto, as the same may be amended,
modified, extended, renewed, replaced, restated, supplemented or refinanced
from time to time and includes any agreement extending the  maturity of,
refinancing or restructuring all or any portion of, the indebtedness under such
agreement or any successor agreements, whether or not with the same Trustee or
Noteholders.


 


2

















 


“Indenture Documents” means, collectively, the Indenture, the
Notes, this Guarantee, the guarantee dated the date hereof among the Issuers,
the Trustee and the other Creditors, the guarantee dated the date hereof among
the Parent, the Trustee and the other Creditors and the Registration Rights
Agreement.


 


“Initial Purchasers”
means UBS Securities LLC, Morgan Stanley & Co. Incorporated and RBC
Capital Markets Corporation and their respective successors and permitted
assigns.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note Obligations” means,
collectively, (a) the Obligations of each Issuer and each other Credit
Party from time to time arising under or in respect of the Indenture, the Notes
and the other Indenture Documents and whether incurred by such Issuer or such
other Credit Party alone or jointly with another or others and whether as
principal, guarantor or surety and in whatever name or style and whether in its
own personal capacity or in its capacity as a partner, general partner or
managing partner of any Partnership Obligor in which it is a partner, general
partner or managing partner, as applicable; (b) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of each Issuer and each other Credit Party under
the Indenture, the Notes and the other Indenture Documents and whether incurred
by such Issuer or such other Credit Party alone or jointly with another or
others and whether as principal, guarantor or surety and in whatever name or
style and whether in its own personal capacity or in its capacity as partner,
general partner or managing partner of any Partnership Obligor in which it is a
partner, general partner or managing partner, as applicable; and (c) the
due and punctual performance of all covenants, agreements, obligations and
liabilities of Issuers and each other Credit Party under or pursuant to the
Indenture, the Notes and the other Indenture Documents.


 


3

















 


“Note Purchase
Agreement” means the purchase agreement dated as of January 13, 2010
among, inter alia, the Issuers, Parent, the
Guarantors and the Initial Purchasers.


 


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


 


“Notes” means the notes issued and outstanding under the
Indenture at any time and from time to time, including Initial Notes,
Additional Notes and Exchange Notes.


 


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


 


“Original Currency”
has the meaning ascribed to it in Section 3.13.


 


“Other Currency”
has the meaning ascribed to it in Section 3.13.


 


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


 


“Partnership  Obligor” means, collectively, each of Moose Jaw Partnership,
CanWest Partnership, MP Partnership, Gibson Partnership, Battle River Terminal
LP and each other partnership which at any time and from time to time becomes a
Credit Party and “Partnership Obligor”
means any one of them.


 


“Registration Rights
Agreement” means the registration rights agreement dated as of January 19,
2010 by and among Gibson Energy, GEP Midstream, each of the Guarantors (as
defined therein) and the Initial Purchasers.


 


“Trustee” means
The Bank of New York Mellon, acting as trustee for the Noteholders and any
successor trustee appointed under the Indenture and its successors and
permitted assigns.


 


Section 1.2                                               Interpretation.


 


(1)                                  Capitalized
terms used in this Guarantee but not defined have the meanings given to them in
the Indenture.


 


(2)                                  In
this Guarantee the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”.  The phrase “the
aggregate of”, “the total of”,
“the sum of”, or a phrase of similar
meaning means “the aggregate (or total or sum), without
duplication, of”.  The
expression “Article”, 


 


4





















 


“Section” or
other subdivision followed by a number mean and refer to the specified Article,
Section or other subdivision of this Guarantee.


 


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


 


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


 


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


 


(6)                                  Any
reference to this Guarantee or any other Indenture Document refers to this
Guarantee or such other Indenture Document as the same may have been or may
from time to time be amended, modified, extended, renewed, restated, replaced
or supplemented and includes all schedules to it.  Any reference in this Guarantee to a statute
refers to such statute and all rules and regulations made under it as the
same may have been or may from time to time be amended or re-enacted.


 


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


 


ARTICLE 2

GUARANTEE


 


Section 2.1                                               Guarantee.


 


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


 


Section 2.2                                               Primary
Note Obligation


 


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


 


Section 2.3                                               Absolute
Liability.


 


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


 


5

















 


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


 


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


 


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


 


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


 


(e)                                  any
change in the time or times for, or place or manner or terms of payment or
performance of the Note Obligations or any consent, waiver, renewal,
alteration, extension, compromise, arrangement, concession, release, discharge
or other indulgences which any Creditors or the Trustee on behalf of the
Creditors may grant to any Issuer or any other Person;


 


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


 


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


 


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


 


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


 


(j)                                     any
limitation of status or power, disability, incapacity or other circumstance
relating to any Issuer, any Guarantor, any other Credit Party or any other 


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 3

ENFORCEMENT


 


Section 3.1                                               Remedies.


 


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


 


Section 3.2                                               Amount
of Note Obligations.


 


Any account settled or stated by or between the
Trustee and the Issuers, or if any such account has not been settled or stated
immediately before demand for payment under 


 


7

















 


this Guarantee, any account
stated by the Trustee shall, in the absence of manifest mathematical error, be
accepted by the Guarantors as presumptively correct evidence of the amount of
the Note Obligations which is due by the Issuers to the Creditors or remains
unpaid by the Issuers to the Creditors.


 


Section 3.3                                               Payment
on Demand.


 


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


 


Section 3.4                                               Suspension
of Guarantor Rights.


 


So long as there are any Note Obligations, no
Guarantor will exercise any rights which it may at any time have by reason of
the performance of any of its obligations under this Guarantee (i) to be
indemnified by any Issuer, (ii) to claim contribution from any other
guarantor of the debts, liabilities or obligations of any Issuer, or (iii) subject
to Section 3.6, to take the benefit (in whole or in part and whether by
way of subrogation or otherwise) of any rights of the Creditors or the Trustee
under any of the Indenture Documents.


 


Section 3.5                                               No
Prejudice to Creditors or Trustee.


 


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


 


8














 


Section 3.6                                               Rights
of Subrogation.


 


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


 


Section 3.7                                               No
Set-off.


 


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


 


Section 3.8                                               Successors
of the Issuers.


 


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


 


Section 3.9                                               Continuing
Guarantee and Continuing Note Obligations.


 


The obligation of each of the Guarantors under Section 2.1
is a continuing guarantee, and the obligation of each of the Guarantors under Section 2.2
is a continuing obligation.  Each of Section 2.1
and Section 2.2 extends to all present and future Note Obligations,
applies to and secures the ultimate balance of the Note Obligations due or
remaining due to the Trustee and the other Creditors (other than contingent
indemnity obligations)  and is binding
as a continuing obligation of each Guarantor until the Trustee on behalf of the
Creditors releases such Guarantor, or until payment in full of the Note
Obligations (other than contingent indemnity obligations).  This Guarantee will continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the
Note Obligations is 


 


9

















 


rescinded or must otherwise
be returned by any Creditors upon the insolvency, bankruptcy or reorganization
of any Issuer or otherwise, all as though the payment had not been made.


 


Section 3.10                                        Supplemental
Security.


 


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


 


(2)                                  Each of the Guarantors
acknowledges that this Guarantee is intended to secure payment and performance
of the Note Obligations.


 


Section 3.11                                        Interest Act
(Canada).


 


Each of the Guarantors acknowledges that certain of
the rates of interest applicable to the Note Obligations may be computed on the
basis of a year of 360 days or 365 days, as the case may be and paid for the
actual number of days elapsed.  For
purposes of the Interest
Act (Canada), whenever any interest is calculated using a rate based
on a year of 360 days or 365 days, as the case may be, such rate determined
pursuant to such calculation, when expressed as an annual rate is equivalent to
(i) the applicable rate based on a year of 360 days or 365 days, as the
case may be, (ii) multiplied by the actual number of days in the calendar
year in which the period for such interest is payable (or compounded) ends, and
(iii) divided by 360 or 365, as the case may be.


 


Section 3.12                                        Taxes.


 


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


 


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


 


(b)                                 but
for the existence of any present or former connection between the Noteholder
(or the beneficial owner of, or person ultimately entitled to obtain an
interest in, such Notes, including a fiduciary, settler, beneficiary, member,
partner, shareholder or other equity interest owner of, or possessor of power 


 


10

















 


over, such Noteholder or
beneficial owner, if such Noteholder or beneficial owner is an estate, trust,
partnership, limited liability company, corporation or other entity) and the
Relevant Taxing Jurisdiction (including being a citizen or resident or national
of, or carrying on a business or maintaining a permanent establishment in, or
being physically present in, the Relevant Taxing Jurisdiction) other than the
mere holding of the Notes or enforcement of rights thereunder or the receipt of
payments in respect thereof; or


 


(c)                                  but
for the failure by the Noteholder or beneficial owner to satisfy any certification,
identification, information, documentation or other reporting requirements
concerning the nationality, residence, identity or connection with the Relevant
Taxing Jurisdiction or arm’s-length relationship with the Guarantors of the
Holder or beneficial owner or otherwise establishing the right to the benefit
of an exemption from, or reduction in the rate of, withholding or deduction, if
(a) such compliance is required by law, regulation, administrative
practice or an applicable treaty of the Relevant Taxing Jurisdiction as a
precondition to exemption from, or a reduction in the rate of deduction of
withholding of, such Taxes and (b) the Guarantors have provided the
Trustee with thirty (30) days’ prior written notice of such requirement.


 


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


 


(3)                                  Whenever
in this Guarantee there is mentioned, in any context, the payment of Note
Obligations or other amounts based upon the principal amount of the Notes or of
principal, interest or of any other amount payable under or with respect to any
of the 


 


11

















 


Notes, such mention shall be
deemed to include mention of the payment of Additional Amounts to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof.


 


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


 


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


 


(6)                                  The
provisions of this Section 3.12 survive the termination of this Guarantee.


 


Section 3.13                                        Judgment
Currency.


 


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


 


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


 


ARTICLE 4

GENERAL


 


Section 4.1                                               Notices,
etc.


 


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


 


12

















 


Section 4.2                                               Addition
of Guarantors.


 


Each of the Guarantors shall cause each Subsidiary
of such Guarantor which,
from time to time, after the date hereof shall be required, pursuant to the
provisions of the Indenture or which the Issuers elect pursuant to the terms of
the Indenture to have guarantee the Note Obligations in favour of the Trustee
on behalf of the Creditors pursuant to the terms of this Guarantee, to execute
and deliver to the Trustee on behalf of the Creditors a Joinder Agreement substantially
in the form of Schedule “A” within thirty (30) days of
the date on which it was acquired or created. 
Effective from and after the date of the execution and delivery by any
Person to the Trustee and the other Creditors of a Joinder Agreement, such
Person shall be, and shall be deemed for all purposes to be, a Guarantor under
this Guarantee with the same force and effect, and subject to the same
agreements, representations, guarantees, indemnities, liabilities and
obligations, as if such Person were, effective as of such date, an original
signatory to this Guarantee as a Guarantor. 
The execution and delivery of a Joinder Agreement by any Person shall
not require the consent of any other Guarantor and all of the obligations of
each Guarantor under this Guarantee shall remain in full force and effect
notwithstanding the addition of any additional Guarantor to this Guarantee.


 


Section 4.3                                               No
Merger, Survival of Representations and Warranties.


 


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


 


Section 4.4                                               Further
Assurances.


 


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


 


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


 


Section 4.5                                               Successors
and Assigns.


 


This Guarantee is binding upon each of the
Guarantors, their respective successors and assigns, and enures to the benefit
of each of the Creditors and each of their respective successors permitted
transferees and permitted assigns.  No
other Person (including any other creditor of any Guarantor) shall have any
interest herein or any right or benefit with respect hereto.  Without limiting the generality of the
foregoing, any Creditor may assign or otherwise transfer any indebtedness held
by it secured by this Guarantee to any other Person, and such other Person
shall thereupon become vested with all the benefits in respect 


 


13

















 


thereof granted to such
Creditor, herein or otherwise.  No
Guarantor may assign, transfer or delegate any of its rights or obligations
under this Guarantee without the prior written consent of the Trustee which may
be unreasonably withheld, except pursuant to transactions permitted under the
Indenture.


 


Section 4.6                                               Amendment.


 


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


 


Section 4.7                                               Waivers,
etc.


 


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


 


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


 


Section 4.8                                               Severability.


 


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


 


Section 4.9                                               Enforcement.


 


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


 


Section 4.10                                        Application of Proceeds.


 


All monies collected by the Trustee or any other
Creditor under this Guarantee will be applied as provided in the Indenture.


 


Section 4.11                                        Governing Law.


 


(1)                                  This
Guarantee will be governed by, interpreted and enforced in accordance with the
laws of the Province of Alberta and the federal laws of Canada applicable
therein.


 


(2)                                  Each
Guarantor irrevocably attorns and submits to the exclusive jurisdiction of any
court of competent jurisdiction of the Province of Alberta sitting in Calgary,
Alberta in any action or proceeding arising out of or relating to this
Guarantee and the other Indenture Documents to which it is a party.  Each Guarantor irrevocably waives 


 


14

















 


objection to the venue of
any action or proceeding in such court or that such court provides an
inconvenient forum.  Nothing in this Section limits
the right of the Trustee to bring proceedings against any Guarantor in the
courts of any other jurisdiction.


 


(3)                                  Each
Guarantor hereby irrevocably consents to the service of any and all process in
any such action or proceeding by the delivery of copies of such process to such
Guarantor at the address set forth in Section 4.1 hereof.  Nothing in
this Section affects the right of the Trustee to serve process in any
manner permitted by law.


 


Section 4.12                                        General
Limitation on Guarantee Obligations


 


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


 


Section 4.13                                        Release of
Guarantors.


 


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


 


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


 


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


 


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


 


Section 4.14                                        Right of
Contribution


 


Each Guarantor hereby agrees that to the extent that
a Guarantor shall have paid more than its proportionate share of any payment
made hereunder or under the other Indenture Documents, such Guarantor shall be
entitled to seek and receive contribution 


 


15





















 


from and against any other Guarantor hereunder which has not paid its
proportionate share of such payment. 
Each Guarantor’s right of contribution shall be subject to the terms and
conditions of Section 3.6.  The
provisions of this Section 4.14 shall in no respect limit the obligations
and liabilities of any Guarantor to the Agent and each Guarantor shall remain
liable to the Agent and the Lenders for the full amount guaranteed by such
Guarantor hereunder.


 


Section 4.15                                        Business
Corporations Act


 


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


 


[Remainder
of the page is left intentionally blank]


 


16














 


IN WITNESS WHEREOF each Guarantor
has executed this Guarantee.


 


 


	
   

  	
  MOOSE JAW
  REFINERY PARTNERSHIP

  by its
  managing partner,

  Gibson Energy
  ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


 


	
   

  	
  MOOSE JAW
  REFINERY ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


 


	
   

  	
  CANWEST PROPANE
  PARTNERSHIP

  by its
  managing partner,

  Gibson Energy
  ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


 


	
   

  	
  CANWEST PROPANE
  ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G.
  Taylor

  
	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


 


	
   

  	
  MP ENERGY
  PARTNERSHIP

  by its
  managing partner,

  Gibson Energy
  ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


Guarantee –
Subsidiary Guarantors


 

















 


	
   

  	
  MP ENERGY ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


 


	
   

  	
  GIBSON ENERGY
  PARTNERSHIP

  by its
  managing partner,

  Gibson Energy
  ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


 


	
   

  	
  GEP ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


 


	
   

  	
  LINK PETROLEUM
  SERVICES LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


 


	
   

  	
  CHIEF HAULING
  CONTRACTORS ULC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


 


	
   

  	
  GIBSON GCC INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


Guarantee –
Subsidiary Guarantors


 

















 


	
   

  	
  BATTLE RIVER
  TERMINAL GP INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


	
   

  	
  BATTLE RIVER
  TERMINAL LP 

  by its
  general partner,

  Battle River
  Terminal GP Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


 


	
   

  	
  BRIDGE CREEK
  TRUCKING LTD. 

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 


Guarantee –
Subsidiary Guarantors


 

















 


Accepted and Agreed:


 


	
  THE BANK OF NEW YORK
  MELLON,

  as Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lici Zhu

  	
   

  
	
   

  	
  Name:  Lici Zhu

  	
   

  
	
   

  	
  Title:  Senior Associate

  	
   

  



 


Guarantee –
Subsidiary Guarantors


 

















 


SCHEDULE “A”

FORM OF JOINDER AGREEMENT


 


[Name of New Guarantor]


[Address of New Guarantor]


 


	
  [Date]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Ladies and Gentlemen:


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


 


	
   

  	
  [NEW GUARANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title

  



 


2