Exhibit 4.28


 


SUBSIDIARY GUARANTEE


 


JOINDER AGREEMENT


 


Aarcam Propane & Construction Heat Ltd.

1700, 440 – 2nd Avenue S.W.

Calgary, AB  T2P 5E9


 


February 9, 2010


 


The Bank of New York Mellon

101 Barclay Street, 4E

New York, NY  10286


 


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 May 27, 2009 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 a “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 Secured Creditors (as defined
therein).


 


This Joinder Agreement supplements the Guarantee and
is delivered by the undersigned, Aarcam Propane & Construction Heat
Ltd. (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 Secured 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.


 


	
   

  	
  AARCAM PROPANE & CONSTRUCTION HEAT LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. Taylor

  
	
   

  	
   

  	
  Name: Richard G. Taylor 

  
	
   

  	
   

  	
  Title: Executive Vice President, Finance and Chief
  Financial Officer

  



 


 


Accepted and Agreed:


 


	
  THE BANK OF NEW YORK MELLON, AS TRUSTEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lici Zhu

  	
   

  	
   

  
	
   

  	
  Name: Lici Zhu 

  	
   

  
	
   

  	
  Title: Assistant Vice President

  	
   

  
				



 


2

















 


SCHEDULE “A”


 


GUARANTOR SECURITY DOCUMENTS


 


1.                                       Security Agreement of even date herewith
made by Aarcam Propane & Construction Heat Ltd. to and in favour of
the Collateral Agent for the benefit of the Secured Creditors (as defined
therein).


 


2.                                       Demand Debenture of even date herewith
made by Aarcam Propane & Construction Heat Ltd. to and in favour of
the Collateral Agent for the benefit of the Secured Creditors (as defined
therein).