Exhibit 4.7


 


GIBSON ENERGY ULC AND GEP MIDSTREAM FINANCE CORP.

as
Guarantors


 


and


 


THE BANK OF NEW YORK MELLON


as Trustee


 


and


 


BNY TRUST COMPANY OF
CANADA


as Collateral
Agent


 


and


 


THE NOTEHOLDERS

as other
Secured Creditors


 






 


GUARANTEE – ISSUERS


 


May 27, 2009


 






 


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

  	
  7

  
	
  Section 3.4

  	
  Suspension of Guarantor Rights

  	
  8

  
	
  Section 3.5

  	
  No Prejudice to Secured Creditors or Trustee

  	
  8

  
	
  Section 3.6

  	
  Rights of Subrogation

  	
  8

  
	
  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

  	
  9

  
	
  Section 3.11

  	
  Security for Guarantee

  	
  9

  
	
  Section 3.12

  	
  Interest Act (Canada)

  	
  10

  
	
  Section 3.13

  	
  Taxes

  	
  10

  
	
  Section 3.14

  	
  Judgment Currency

  	
  12

  
	
   

  
	
  ARTICLE 4

  GENERAL

  
	
   

  
	
  Section 4.1

  	
  Notices, etc.

  	
  12

  
	
  Section 4.2

  	
  No Merger, Survival of Representations and Warranties

  	
  12

  
	
  Section 4.3

  	
  Further Assurances

  	
  13

  
	
  Section 4.4

  	
  Successors and Assigns

  	
  13

  
	
  Section 4.5

  	
  Amendment

  	
  13

  
	
  Section 4.6

  	
  Waivers, etc.

  	
  13

  
	
  Section 4.7

  	
  Severability

  	
  14

  
	
  Section 4.8

  	
  Enforcement

  	
  14

  
	
  Section 4.9

  	
  Application of Proceeds

  	
  14

  
	
  Section 4.10

  	
  Governing Law

  	
  14

  



 


i

















 


	
  Section 4.11

  	
  General Limitation on
  Guarantee Obligations

  	
  14

  
	
  Section 4.12

  	
  Release of Guarantors

  	
  15

  
	
  Section 4.13

  	
  Right of Contribution

  	
  15

  
	
  Section 4.14

  	
  Business Corporations Act

  	
  15

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  
	
  SCHEDULE “A”       
  GUARANTOR SECURITY DOCUMENTS

  	
   

  



 


ii

















 


GUARANTEE - SUBSIDIARY GUARANTORS


 


Guarantee dated as of May 27, 2009 made by Gibson Energy ULC and GEP Midstream Finance Corp. to
and in favour of The Bank of New York Mellon, as Trustee, BNY Trust Company of
Canada, as Collateral Agent and the other Secured Creditors.


 


RECITALS:


 


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


 


(b)                                 The Initial Purchasers have agreed pursuant
to the Note Purchase Agreement to purchase the Notes issued by the Issuers in
the aggregate principal amount of US$560,000,000 on the terms and conditions
contained in the Note Purchase Agreement;


 


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


 


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


 


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


 


ARTICLE 1

INTERPRETATION


 


Section 1.1                Defined Terms.


 


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


 


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


 


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


 


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


 

















 


defined therein); and (iii) any other debenture
or mortgage made by any Credit Party to and in favour of the Collateral Agent
in connection with the Indenture.


 


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


 


“Gibson Energy” means Gibson
Energy ULC, an
unlimited liability corporation organized 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.


 


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


 


“Guarantors” means, collectively, Gibson Energy and GEP Midstream and “Guarantor” means any one of them.


 


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


 


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


 


“Initial Purchasers”
means UBS Securities LLC, RBS Securities Inc. d/b/a RBS and RBC Capital Markets
Corporation and their respective successors and permitted assigns.


 


“Issuers” means (i) collectively,
Gibson Energy and GEP Midstream; or (ii) in the context of the guarantee
of Note Obligations hereunder by Gibson Energy, GEP Midstream, and in the
context of the guarantee of Note Obligations hereunder by GEP Midstream, Gibson
Energy.


 


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


 


2

















 


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


 


“Note Purchase Agreement”
means the purchase agreement dated as of May 21, 2009 among the Issuers,
Parent and the Initial Purchasers.


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


“Subsidiary Guarantors”  means, collectively, 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.


 


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


 


Section 1.2                Interpretation.


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


Section 2.2                Primary Note Obligation


 


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


 


Section 2.3                Absolute Liability.


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(l)                                     any impossibility, impracticability,
frustration of purpose, force majeure  or
illegality of any Indenture Document, or the occurrence of any change in the laws,
rules, regulations or ordinances of any jurisdiction or by any present or
future action of (i) any Governmental Entity that amends, varies, reduces
or otherwise affects, or purports to amend, vary, reduce or otherwise affect,
any 


 


6

















 


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 Secured Creditors or the
Trustee on behalf of the Secured Creditors, or any exercise or enforcement of,
or failure to exercise or enforce, security, or irregularity or defect in the
manner or procedure by which the Trustee or any other Secured Creditor realizes
on such security;


 


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


 


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


 


ARTICLE 3

ENFORCEMENT


 


Section 3.1                Remedies.


 


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


 


Section 3.2                Amount of Note Obligations.


 


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


 


Section 3.3                Payment on Demand.


 


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


 


7














 


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 Secured Creditors or the Trustee under any of
the Indenture Documents.


 


Section 3.5                No Prejudice to Secured Creditors or Trustee.


 


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


 


Section 3.6                Rights of Subrogation.


 


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


 


8

















 


Trustee on behalf of the Secured Creditors shall, as between any Credit
Party, the Trustee and the other Secured Creditors and the Guarantors, be
considered as a purchase of such security or as payment or satisfaction or
reduction of all or any part of the Note Obligations.  If any amount is paid to any Guarantor in
violation of this Section at any time when all the Note Obligations (other
than contingent indemnity obligations) have not been paid in full, the amount
will be held in trust for the benefit of the Trustee on behalf of the Secured
Creditors and immediately paid to the Trustee to be credited and applied to the
Note Obligations, whether matured or unmatured. 
No Guarantor has any recourse against any Secured Creditor for any
invalidity, non-perfection or unenforceability of any security held by the
Secured Creditors or the Trustee on behalf of the Secured Creditors or any
irregularity or defect in the manner or procedure by which the Secured
Creditors or the Trustee realize on such security.


 


Section 3.7                No Set-off.


 


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


 


Section 3.8                Successors of the Issuers.


 


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


 


Section 3.9                Continuing Guarantee and Continuing Note Obligations.


 


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


 


Section 3.10             Supplemental Security.


 


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


 


Section 3.11             Security for Guarantee.


 


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


 


9

















 


Section 3.12             Interest Act (Canada).


 


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


 


Section 3.13             Taxes.


 


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


 


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


 


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


 


(c)                                  but for the failure by the
Noteholder to satisfy any certification, identification, information,
documentation or other reporting requirements concerning the nationality,
residence, identity or connection with the 


 


10

















 


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, this Guarantee or any
of the Guarantor Security Documents, (ii) any withholding or deduction
that relates to any estate, inheritance, gift or similar tax, duty, assessment
or governmental charge, (iii) any withholding or deduction imposed on a
payment to an individual and required to be made pursuant to European Union
Directive on the taxation of savings income which was adopted by the ECOFIN
Council (the Council of EU Finance and Economic Ministers), or any law
implementing or complying with, or introduced to conform to, such directive, or
pursuant to related measures entered into on a reciprocal basis between member
states of the European Union and certain non-European Union countries and
dependent or associated territories, and (iv) any Tax imposed or levied
by, or on behalf of, the United States of America or any State or other
political subdivision thereof.


 


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


 


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


 


(5)                                  The Guarantors will pay any
present or future stamp, court or documentary taxes, or any other excise or
property taxes, charges or similar levies which arise in a Relevant Taxing Jurisdiction
from the execution, delivery or registration of the Notes, this 


 


11

















 


Guarantee or under any of the Guarantor Security Documents and any such
taxes, charges or similar levies imposed by any jurisdiction resulting from, or
required to be paid in connection with the enforcement of the Notes, this
Guarantee or under any of the Guarantor Security Documents or any other such
document or instrument following the occurrence of any Event of Default with respect
to the Notes.


 


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


 


Section 3.14             Judgment Currency.


 


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


 


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


 


ARTICLE 4

GENERAL


 


Section 4.1                Notices, etc.


 


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


 


Section 4.2                No Merger, Survival of Representations and Warranties.


 


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


 


12

















 


Section 4.3                Further Assurances.


 


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


 


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


 


Section 4.4                Successors and Assigns.


 


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


 


Section 4.5                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 4.6                Waivers, etc.


 


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


 


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


 


13

















 


Section 4.7                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 4.8                Enforcement.


 


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


 


Section 4.9                Application of Proceeds.


 


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


 


Section 4.10             Governing Law.


 


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


 


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


 


(3)                                  Each Guarantor hereby irrevocably
consents to the service of any and all process in any such action or proceeding
by the delivery of copies of such process to such 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 4.11             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 


 


14

















 


hereunder) that is valid and enforceable and not subordinated to the
claims of other creditors as determined in such action or proceeding.


 


Section 4.12             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 4.13             Right of Contribution


 


Each Guarantor hereby agrees that to the extent that a Guarantor shall
have paid more than its proportionate share of any payment made hereunder or
under the other Indenture Documents, such Guarantor shall be entitled to seek
and receive contribution from and against any other Guarantor hereunder which
has not paid its proportionate share of such payment.  Each Guarantor’s right of contribution shall
be subject to the terms and conditions of Section 3.6.  The provisions of this Section 4.13
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 4.14             Business Corporations Act


 


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


 


[Remainder
of the page is left intentionally blank]


 


15

















 


IN
WITNESS WHEREOF each Guarantor has executed this Guarantee.


 


 


	
   

  	
   

  	
  GIBSON ENERGY
  ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
   

  	
  Authorized Signing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GEP MIDSTREAM
  FINANCE CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert M. Tichio

  
	
   

  	
   

  	
   

  	
  Authorized Signing Officer

  



 


Guarantee -
Issuer


 

















 


	
  Accepted and
  Agreed:

  	
   

  
	
   

  	
   

  
	
  THE BANK OF NEW YORK MELLON, 

  as
  Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lici Zhu

  	
   

  
	
   

  	
  Name:  Lici Zhu

  	
   

  
	
   

  	
  Title:  Assistant Vice President

  	
   

  



 


Guarantee -
Issuer


 

















 


SCHEDULE “A”

GUARANTOR SECURITY DOCUMENTS


 


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


 


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


 


3.                                       Demand Debenture of even date
herewith made by the Issuer to and in favour of the Collateral Agent for the
benefit of the Secured Creditors (as defined therein).