Exhibit 4.24


 


DEMAND DEBENTURE


 


JOINDER AGREEMENT


 


Johnstone Tank Trucking 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, Johnstone Tank Trucking 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.


 


	
   

  	
  JOHNSTONE
  TANK TRUCKING 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